10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission File Number: 001-36170

JGWPT HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	46-3037859
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
201 King of Prussia Road, Suite 501 Radnor, Pennsylvania	19087
(Address of principal executive offices)	(Zip Code)

(484) 434-2300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  o Yes  x  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  o Yes  o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).  o  Yes  x  No

At December 18, 2013, there were 11,220,358 shares of Class A common stock, par value $0.00001 per share, outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		4
Item 1.	Financial Statements of JGWPT Holdings Inc.	4
	Balance Sheet of JGWPT Holdings Inc. as of September 30, 2013 (Unaudited)	4
	Condensed Consolidated Financial Statements of J.G. Wentworth, LLC and Subsidiaries
	Condensed Consoldiated Balance Sheet as of September 30, 2013 (Unaudited) and December 31, 2012	6
	Condensed Consoldiated Statement of Operations for the Three Months and the Nine Months Ended September 30, 2013 and 2012 (Unaudited)	7
	Condensed Consoldiated Statements of Comprehensive Income (Loss) for the Three Months and the Nine Months Ended September 30, 2013 and 2012 (Unaudited)	8
	Condensed Consolidated Statements of Changes in Member’s Capital for the Three Months and the Nine Months Ended September 30, 2013 and 2012 (Unaudited)	9
	Condensed Consolidated Statement of Changes in Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (Unaudited)	10
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	53
PART II. OTHER INFORMATION		54
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	55
SIGNATURES		57

i

EXPLANATORY NOTE

On November 14, 2013, JGWPT Holdings Inc. consummated an initial public offering whereby 11,212,500 shares of its Class A common stock were sold to the public (inclusive of 1,462,500  Class A Shares sold pursuant to the full exercise of an overallotment option granted to the underwriters which was consummated on December 11, 2013).  The aggregate net proceeds received from the offering were $141.4 million and were used to purchase 11,212,500 common interests of JGWPT Holdings, LLC, representing 37.9% of the then outstanding membership interests of JGWPT Holdings, LLC.  Concurrently with the consummation of this initial public offering, (i) the operating agreement of JGWPT Holdings, LLC was amended and restated such that, among other things, JGWPT Holdings Inc. became the sole managing member of JGWPT Holdings, LLC and (ii) related reorganization transactions were consummated. Accordingly, as of and subsequent to November 14, 2013, JGWPT Holdings Inc. will consolidate the financial results of JGWPT Holdings, LLC with its own and reflect the remaining 62.1% interest in JGWPT Holdings, LLC as a non-controlling interest in its consolidated financial statements. Therefore, this Quarterly Report on Form 10-Q presents the following financial statements:

(1) the condensed consolidated financial statements of J.G. Wentworth, LLC and subsidiaries as of December 31, 2012 and September 30, 2013 (unaudited)  and for the three and nine months ended September 30, 2012 and 2013 (unaudited).  J.G. Wentworth, LLC is the predecessor of JGWPT Holdings Inc. for financial reporting purposes; and

(2) the unaudited balance sheet of JGWPT Holdings Inc. as of September 30, 2013. Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows for JGWPT Holding Inc. have not been presented because there were no activities in this entity in the period presented.

Unless otherwise stated or the context otherwise requires, references to “we,” “us,” “our,” the “Company” and similar references refer: (i) following the consummation of the above-referenced initial public offering and related concurrent transactions on November 14, 2013, collectively, to JGWPT Holdings Inc. and, unless otherwise stated, all of its subsidiaries, and (ii) prior to the completion of the above-referenced initial public offering and related concurrent transactions on November 14, 2013, collectively, to J.G. Wentworth, LLC and, unless otherwise stated, all of its subsidiaries.

1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements which reflect management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. All statements, other than statements of historical fact, are forward-looking statements. You can identify such statements because they contain words such as ‘‘plans,’’ ‘‘expects’’ or ‘‘does expect,’’ ‘‘budget,’’ ‘‘forecasts,’’ ‘‘anticipates’’ or ‘‘does not anticipate,’’ ‘‘believes,’’ ‘‘intends’’ and similar expressions or statements that certain actions, events or results ‘‘may,’’ ‘‘could,’’ ‘‘would,’’ ‘‘might’’ or ‘‘will’’ be taken, occur or be achieved. Although the forward-looking statements contained in this Quarterly Report on Form 10-Q reflect management’s current beliefs based upon information currently available to management and upon assumptions which management believes to be reasonable, actual results may differ materially from those stated in or implied by these forward-looking statements.

A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause our actual results, performance and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. As set forth more fully under “Risk Factors” in our Post-Effective Amendment No. 1 to Form S-1  Registration Statement filed on November 8, 2013, these risks and uncertainties include, among other things:

·our ability to continue to purchase structured settlement payments and other assets;

·our ability to complete future securitizations on beneficial terms;

·availability of or increases in the cost of our financing sources relative to our purchase discount rate;

·our dependence on the opinions of certain rating agencies;

·our dependence on the effectiveness of our direct response marketing;

·the compression of the yield spread between the price we pay for and the price at which we sell assets;

·changes in tax or accounting policies applicable to our business;

·the lack of an established market for the subordinated interest in the receivables that we retain after a securitization is executed;

·our exposure to underwriting risk;

·our ability to remain in compliance with the terms of our substantial indebtedness;

·changes in existing state laws governing the transfer of structured settlement payments or the interpretation thereof;

·the insolvency of a material number of structured settlement holders;

·any change in current tax law relating to the tax treatment of structured settlements;

·changes to statutory, licensing and regulatory regimes;

·the impact of the Consumer Financial Protection Bureau and any regulations it issues;

2

·adverse judicial developments;

·potential litigation and regulatory proceedings;

·unfavorable press reports about our business model;

·our access to personally identifiable confidential information of current and prospective customers and the improper use or failure to protect that information;

·the public disclosure of the identities of structured settlement holders;

·our business model being susceptible to litigation;

·our dependence on a small number of key personnel;

·our ability to successfully enter new lines of business and broaden the scope of our business;

·changes in our expectations regarding the likelihood, timing or terms of any potential acquisitions described herein;

·our computer systems being subject to security and privacy breaches; and

·infringement of our trademarks or service marks.

Although we have attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in or implied by our forward-looking statements, other factors and risks may cause actions, events or results to differ materially from those anticipated, estimated or intended. We cannot assure you that forward-looking statements will prove to be accurate, as actual actions, results and future events could differ materially from those anticipated or implied by such statements. Accordingly, as noted above, readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and, except as required by law, we assume no obligation to update or revise them to reflect new events or circumstances.

3

PART 1.   FINANCIAL INFORMATION

Item 1.    Financial Statements

JGWPT Holdings Inc.

Balance Sheet

As of September 30, 2013

Assets	$	—
Commitments and Contingencies
Stockholder’s Equity
Common Stock, par value $0.00001 per share, 1,000 shares authorized, none issued and outstanding
Total Stockholder’s Equity	$	—

Notes to Balance Sheet

1. ORGANIZATION

JGWPT Holdings Inc., formerly known as Wentworth Financial Holdings Inc. (the “Corporation”), was incorporated as a Delaware corporation on June 21, 2013.   The Corporation was formed for the purpose of completing a public offering and related transactions in order to carry on the business of JGWPT Holdings, LLC, a Delaware limited liability company, as a publicly-traded company. Wentworth Financial Holdings Inc. changed its name to JGWPT Holdings Inc. on October 3, 2013.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting — The Balance Sheet is presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented in the financial statements because there have been no activities in this entity.

3. STOCKHOLDER’S EQUITY

The Corporation is authorized to issue 1,000 shares of Common Stock, par value $0.00001 per share, none of which have been issued or are outstanding.

4. SUBSEQUENT EVENTS

On November 14, 2013, the Corporation consummated an initial public offering whereby 11,212,500 shares of its Class A common stock, par value $0.00001 per share (the “Class A Shares”), were sold to the public for net proceeds of $141.4 million, after payment of underwriting discounts and estimated offering expenses. The 11,212,500 shares sold were inclusive of 1,462,500 Class A Shares sold pursuant to the full exercise of an overallotment option granted to the underwriters which was consummated on December 11, 2013.  The net proceeds from the initial public offering were used purchase 11,212,500 newly issued JGWPT Holdings, LLC common interests directly from JGWPT Holdings, LLC representing 37.9% of the then outstanding membership interests of JGWPT Holdings, LLC.  Concurrently with the consummation of the Corporation’s initial public offering, the Corporation amended and restated its certificate of incorporation to provide for, among other things, the issuance of Class A Shares, shares of Class B common stock, par value $0.00001 per share (the “Class B Shares”), and shares of Class C common stock, par value $0.00001 per share (the “Class C Shares”).  Also concurrently with the consummation of the Corporation’s initial public offering, JGWPT Holdings, LLC merged with and into a newly formed subsidiary of the Corporation and the surviving, newly formed subsidiary changed its name to JGWPT Holdings, LLC.

4

Pursuant to this merger, the operating agreement of JGWPT Holdings, LLC was amended and restated such that, among other things, (i) the Corporation became the sole managing member of JGWPT Holdings, LLC, (ii) JGWPT Holdings, LLC common interests became exchangeable for one Class A Share, or in the case of Peach Group Holdings, Inc. (“PGHI Corp.”), one share of the Corporation’s Class C Shares. Additionally, in connection with merger, each holder of JGWPT Holdings, LLC common interests, other than PGHI Corp., was issued an equivalent number of shares of the Corporation’s “vote-only” Class B Shares.  As a result of these transactions, as of and subsequent to November 14, 2013, the Corporation will consolidate the financial results of JGWPT Holdings, LLC with its own and reflect the 62.1% membership interest in JGWPT Holdings, LLC it does not own as a non-controlling interest in its consolidated financial statements.

5

J.G. Wentworth, LLC and Subsidiaries

Condensed Consolidated Balance Sheets

	December 31,		September 30,
	2012		2013
			(Unaudited)
	(Dollars in thousands)
ASSETS
Cash and cash equivalents	$	103,137	$	39,355
Restricted cash and investments	112,878		107,995
VIE finance receivables, at fair market value (1)	3,586,465		3,861,612
Other finance receivables, at fair market value	28,723		27,281
VIE finance receivables, net of allowance for losses of $3,717 and $5,348, respectively (1)	128,737		117,963
Other finance receivables, net of allowance for losses of $933 and $2,035, respectively	21,616		15,542
Notes receivable, at fair market value (1)	8,074		6,238
Note receivable due from affiliate	5,243		—
Other receivables, net of allowance for losses of $276 and $251, respectively	13,146		14,269
Fixed assets, net of accumulated depreciation of $3,128 and $4,514, respectively	6,321		7,319
Intangible assets, net of accumulated amortization of $14,257 and $16,899, respectively	51,277		48,760
Goodwill	84,993		84,993
Marketable securities	131,114		132,613
Deferred tax assets, net	2,455		1,777
Other assets	14,418		31,350
Total assets	$	4,298,597	$	4,497,067
LIABILITIES AND MEMBER’S CAPITAL
Accounts payable	$	8,630	$	7,639
Accrued expenses	12,440		18,776
Accrued interest	11,687		13,158
VIE derivative liabilities, at fair market value	121,498		81,125
VIE borrowings under revolving credit facilities and other similar borrowings	27,380		49,168
VIE long-term debt	162,799		154,020
VIE long-term debt issued by securitization and permanent financing trusts, at fair market value	3,229,591		3,437,861
Term loan payable	142,441		556,422
Other liabilities	8,199		8,289
Installment obligations payable	131,114		132,613
Total liabilities	$	3,855,779	$	4,459,071
Member’s capital	$	442,818	$	37,996
Total liabilities and member’s capital	$	4,298,597	$	4,497,067

(1) Pledged as collateral to credit and long-term debt facilities

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

J.G. Wentworth, LLC and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

	Three-Months Ended September 30,						Nine-Months Ended September 30,
	2012			2013			2012			2013
	(Dollars in thousands)
REVENUES
Interest income	$	43,166		$	45,710		$	132,515		$	126,293
Unrealized gains on VIE and other finance receivables, long-term debt and derivatives	57,726			50,226			188,621			214,068
Gain (loss) on swap termination, net	(831		)	525			(457		)	351
Servicing, broker, and other fees	2,516			1,156			7,580			3,691
Other	124			(4		)	384			(57		)
Realized loss on notes receivable, at fair market value	—			—			—			(1,862		)
Realized and unrealized gains on marketable securities, net	5,579			5,525			12,549			10,523
Total revenue	$	108,280		$	103,138		$	341,192		$	353,007
EXPENSES
Advertising	$	18,463		$	17,862		$	56,232		$	51,665
Interest expense	39,374			54,005			118,932			139,974
Compensation and benefits	10,643			9,100			32,674			32,494
General and administrative	3,370			4,519			10,565			14,881
Professional and consulting	3,286			4,807			10,936			13,906
Debt issuance	2,345			2,583			5,968			5,655
Securitization debt maintenance	1,497			1,543			3,736			4,526
Provision for losses on finance receivables	341			1,690			1,887			4,374
Depreciation and amortization	1,603			1,467			4,735			4,231
Installment obligations expense, net	6,400			6,301			15,018			12,820
Total expenses	$	87,322		$	103,877		$	260,683		$	284,526
Income (loss) before taxes	$	20,958		$	(739	)	$	80,509		$	68,481
Provision (benefit) for income taxes	(269		)	146			(353		)	1,301
Net income (loss)	21,227			(885		)	80,862			67,180
Less noncontrolling interest in earnings (loss) of affiliate	$	(4	)	$	—		$	2,731		$	—
Net income (loss) attributable to J.G. Wentworth, LLC	$	21,231		$	(885	)	$	78,131		$	67,180

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

J.G. Wentworth, LLC and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

	Three-Months Ended September 30,						Nine-Months Ended September 30,
	2012			2013			2012		2013
	(Dollars in thousands)
Net income (loss)	$	21,227		$	(885	)	$	80,862	$	67,180
Other comprehensive gain (loss):
Reclassification adjustment for loss included in net income	—						—		1,862
Unrealized gains on notes receivable arising during the year	230			3			279		502
Total other comprehensive gain	230			3			279		2,364
Total comprehensive income (loss)	21,457			(882		)	81,141		69,544
Less: Net income (loss) allocated to noncontrolling interest in earnings (loss) of affiliate	(4		)	—			2,731		—
Comprehensive income (loss) attributable to J.G. Wentworth, LLC	$	21,461		$	(882	)	$	78,410	$	69,544

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

J.G. Wentworth, LLC and Subsidiaries

Condensed Consolidated Statement of Changes in Member’s Capital (Unaudited)

	Member’s Capital			Accumulated Other Comprehensive Gain (Loss)			Total Member’s Capital
	(Dollars in thousands)
Member’s capital December 31, 2012	$	443,095		$	(277	)	$	442,818
Net income	67,180			—			67,180
Share-based compensation	1,511			—			1,511
Capital distributions	(475,877		)	—			(475,877		)
Amounts reclassified from accumulated other comprehensive income	—			1,862			1,862
Unrealized gains on notes receivable arising during the period	—			502			502
Member’s capital September 30, 2013	$	35,909		$	2,087		$	37,996

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

J.G. Wentworth, LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine-Months Ended September 30,
	2012			2013
	(Dollars in thousands)
Cash flows from operating activities:
Net income	$	80,862		$	67,180
Adjustments to reconcile net income to net cash used in operating activities:
Provision for losses on receivables	1,887			4,374
Depreciation	1,183			1,589
Amortization of finance receivables acquisition costs	12			8
Amortization of intangibles	3,552			2,642
Amortization of debt issuance costs	1,055			3,173
Change in unrealized gains/losses on finance receivables	(346,749		)	(197,429		)
Change in unrealized gains/losses on long-term debt	157,998			23,769
Change in unrealized gains/losses on derivatives	130			(40,408		)
Loss on notes receivable, at fair market value	—			1,862
Net proceeds from sale of finance receivables	7,881			473
Purchases of finance receivables	(284,764		)	(315,058		)
Collections of finance receivables	341,998			359,308
Gain on sale of finance receivables	(977		)	(20		)
Recoveries of receivables	558			1
Accretion of interest income	(131,784		)	(125,759		)
Accretion of interest expense	(25,044		)	(33,094		)
Share-based compensation expense	1,841			1,511
Change in marketable securities, net	(12,549		)	(10,523		)
Installment obligations expense, net	15,018			12,820
Change in fair value of life settlement contracts	517			22
Premiums and other costs paid, net of proceeds from the sale and maturity of life settlement contracts	2,982			(189		)
Deferred income taxes	(154		)	678
(Increase) decrease in operating assets:
Restricted cash and investments	46,248			4,883
Other assets	(2,111		)	(1,965		)
Other receivables	(1,647		)	(519		)
Increase (decrease) in operating liabilities:
Accounts payable	4,619			(991		)
Accrued expenses	(7,059		)	6,336
Accrued interest	(77		)	1,471
Other liabilities	(5,276		)	835
Net cash used in operating activities	$	(149,850	)	$	(233,020	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

10

J.G. Wentworth, LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(continued)

	Nine-Months Ended September 30,
	2012			2013
	(Dollars in thousands)
Cash flows from investing activities:
Purchase of intangible assets	(159		)	(125		)
Receipts from notes receivable	3,453			2,338
Purchase of fixed assets, net of sale proceeds	(2,110		)	(2,587		)
(Issuance of) collections on notes receivable from affiliate	(5,000		)	5,243
Net (used in) cash provided by investing activities	$	(3,816	)	$	4,869
Cash flows from financing activities:
Distributions of member’s capital	—			(459,612		)
Issuance of VIE long-term debt	414,940			406,241
Payments for debt issuance costs	(5,873		)	(19,864		)
Payments on lease obligations	(736		)	(745		)
Repayment of long-term debt and derivatives	(185,258		)	(195,641		)
Gross proceeds from revolving credit facility	274,149			301,640
Repayments of revolving credit facility	(296,789		)	(279,884		)
Issuance of installment obligations payable	—			2,687
Purchase of marketable securities	—			(2,687		)
Repayments of installment obligations payable	(37,218		)	(14,008		)
Proceeds from sale of marketable securities	37,218			14,008
Repayments under term loan	(22,515		)	(144,941		)
Net proceeds from new term loan	—			557,175
Redemption of share-based awards	(300		)	—
Noncontrolling interest investors’ distributions, net	(20,991		)	—
Net cash provided by financing activities	$	156,627		$	164,369
Net increase (decrease) in cash	$	2,961		$	(63,782	)
Cash and cash equivalents at beginning of period	70,171			103,137
Cash and cash equivalents at end of period	$	73,132		$	39,355
Supplemental disclosure of cash flow information:
Cash paid for interest	$	143,306		$	169,693
Capital distributions	$	—		$	459,612
Supplemental disclosure of noncash items:
Issuance of note receivable from sale of finance receivables held for sale	$	606		$	—
Non-cash asset distribution of member’s capital	$	—		$	16,265

The accompanying notes are an integral part of these condensed consolidated financial statements

11

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars In Thousands, Unless Otherwise Noted)

1. Background and Basis of Presentation

Organization and Description of Business Activities

J.G. Wentworth, LLC was formed on July 1, 2005 as a wholly-owned subsidiary of JGW Holdco, LLC (“Holdco”). Holdco is currently owned by its members, JLL JGW Distribution, LLC, a Delaware limited liability company, and J.G. Wentworth, Inc.

In July 2011, the Company, Orchard Acquisition Company, LLC (“OAC”) and its subsidiaries and PGHI Corp., formed JGWPT Holdings, LLC, a Delaware limited liability company.   JGWPT Holdings, LLC then formed JGW Holdings Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company, as its wholly-owned subsidiary. Merger Sub was merged with and into the Company, with the Company continuing as the surviving entity in the merger, and as a result of this merger (i) all of the outstanding equity interests of the Company were converted into identical corresponding equity interests in JGWPT Holdings, LLC, (ii) all of the outstanding equity interests in JGWPT Holdings, LLC held by the Company were cancelled, and (iii) each outstanding equity interest in Merger Sub was converted into one common interest in the Company. As a result, the Company became a wholly-owned subsidiary of JGWPT Holdings, LLC, with all outstanding equity interests formerly held in the Company held in JGWPT Holdings, LLC. Subsequently, as part of the merger, OAC became a wholly-owned subsidiary of the Company (the “OAC Merger”).

The Company, operating through its subsidiaries and affiliates, has its principal office in Radnor, Pennsylvania. The Company provides liquidity to individuals with financial assets such as structured settlements, annuities, lottery winnings, and others by either purchasing these financial assets for a lump-sum payment, issuing installment obligations payable over time, or serving as a broker to other purchasers of financial assets.  The Company also provides pre-settlement funding to people with pending personal injury claims. The Company engages in warehousing and subsequent resale or securitization of these various financial assets.

The Corporation was incorporated as a Delaware corporation on June 21, 2013.   The Corporation was formed for the purpose of completing an initial public offering and related transactions in order to carry on the business of JGWPT Holdings, LLC as a publicly-traded company.

Concurrently with the initial public offering of the Corporation on November 14, 2013, JGWPT Holdings, LLC’s operating agreement was amended and restated such that, among other things, JGWPT Holdings Inc. became the sole managing member of JGWPT Holdings, LLC as of that date. These transactions are described in Note 17.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X and do not include all of the information required by GAAP for complete financial statements.  In the opinion of management, the unaudited financial statements reflect all adjustments which are necessary for a fair presentation of financial position, results of operations, and cash flows for the interim periods presented. All such adjustments are of a normal, recurring nature.  The results of operations for interim periods are not necessarily indicative of the results for the entire year.

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts reported in the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  The most significant balance sheet accounts that could be affected by such estimates are variable interest entity (“VIE”) and other finance receivables, at fair market value, VIE derivative liabilities at fair market value, VIE long-term debt issued by securitization and permanent financing trusts at fair market value, intangible assets and goodwill. Actual results could differ from those estimates and such differences could be material. These interim financial statements should be read in conjunction with the Company’s 2012 audited consolidated financial statements that are included in our Post-Effective Amendment No. 1 to Form S-1 Registration Statement filed on November 8, 2013.

12

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, including those entities that are considered VIEs, and where the Company has been determined to be the primary beneficiary in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”).  Excluded from the consolidated financial statements of the Company are those entities that are considered VIEs and where the Company has been deemed not to be the primary beneficiary according to ASC 810.  The December 31, 2012 consolidated financial statements also included the accounts of American Insurance Strategies Fund II, LP (“AIS Fund II”) for which the Company was the general partner.  The limited partners’ interests are reflected as non-controlling interests in the Company’s consolidated financial statements.  In 2012, the assets of the AIS Fund II were liquidated and distributed to the partners.

All material inter-company balances and transactions are eliminated in consolidation.

2. Recently Issued Accounting Statements

Effective January 1, 2013, the Company adopted ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. The ASU requires disclosures that affect all entities with financial instruments and derivatives that are either offset on the balance sheet in accordance with ASC 210-20-45 or ASC 815-10-45, or subject to a master netting arrangement, irrespective of whether they are offset on the balance sheet.  Entities should provide the disclosures required by ASU No. 2011-11 retrospectively for all comparative periods presented.   Adoption of ASU 2011-11 did not impact the Company’s financial statements.

Effective January 1, 2013, the Company early adopted ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The ASU requires entities to report, either on the face of the income statement or in the notes, the effect of significant reclassifications out of accumulated other comprehensive income (“AOCI”) on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety from AOCI to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts.  The Company did not record any reclassifications out of accumulated other comprehensive income during the three-months ended September 30, 2013.  The Company did record the following reclassifications out of accumulated other comprehensive income during the nine-months ended September 30, 2013 as a result of the associated notes maturing during the period:

Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income		Affected line item in the statement of operations
Unrealized gains and losses on available-for-sale securities	$	1,862	Realized loss on notes receivable, at fair market value

As discussed more fully in Note 3 of the Company’s 2012 audited consolidated financial statements, the notes receivable are treated as debt securities, classified as available-for-sale, and carried at fair value.  The remaining $6,238 of notes receivable, at fair market value at September 30, 2013, are expected to mature in 2018.

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires, unless certain conditions exists, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. ASU 2013-11 is effective prospectively for reporting periods beginning after December 15, 2013, with early adoption permitted. Retrospective application is permitted. The Company does not anticipate the adoption of this amendment will have a material impact on its financial statements.

13

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars In Thousands, Unless Otherwise Noted)

3. Variable Interest Entities

In the normal course of business, the Company is involved with various entities that are considered to be VIEs.  A VIE is an entity that has either a total investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest under the voting interest model of consolidation.  The Company is required to consolidate any VIE for which it is determined to be the primary beneficiary.  The primary beneficiary is the entity that has the power to direct those activities of the VIE that most significantly impact the VIEs’ economic performance and has the obligation to absorb losses from or the right to receive benefits from the VIE that could potentially be significant to the VIE.  The Company reviews all significant interests in the VIEs it is involved with including consideration of the activities of the VIEs that most significantly impact the VIEs’ economic performance and whether the Company has control over those activities.  On an ongoing basis, the Company assesses whether or not it is the primary beneficiary of a VIE.

As a result of adopting ASC 810, the Company was deemed to be the primary beneficiary of the VIEs used to securitize its finance receivables (“VIE finance receivables”).  The Company elected the fair value option with respect to assets and liabilities in its securitization VIEs as part of their initial consolidation on January 1, 2010.

The debt issued by the Company’s securitization VIEs is reported on the Company’s consolidated balance sheets as long-term debt issued by securitization and permanent financing trusts, at fair market value (“VIE securitization debt”).  The VIE securitization debt is recourse solely to the VIE finance receivables held by such special purpose entities (Note 5 and 6) and thus is non-recourse to the other consolidated subsidiaries. The VIEs will continue in operation until all securitization debt is paid and all residual cash flows are collected. As a result of the long lives of many finance receivables purchased and securitized by the Company, most consolidated VIEs have expected lives in excess of twenty years.

4. Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a three-level valuation hierarchy for disclosure of fair value measurements.  The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three levels are defined as follows:

·Level 1 — inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.

·Level 2 — inputs to the valuation methodology include quoted prices in markets that are not active or quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·Level 3 — inputs to the valuation methodology are unobservable, reflecting the entity’s own assumptions about assumptions market participants would use in pricing the asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  Fair value is a market based measure considered from the perspective of a market participant who holds the asset or owes the liabilities rather than an entity specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the assets or liabilities at the measurement date.  The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company also evaluates various factors to determine whether certain transactions are orderly and may make adjustments to transactions or quoted prices when the volume and level of activity for an asset or liability have decreased significantly.

14

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

The above conditions could cause certain assets and liabilities to be reclassified from Level 1 to Level 2/Level 3 or Level 2 to Level 3.  The inputs or methodology used for valuing the assets or liabilities are not necessarily an indication of the risk associated with the assets and liabilities.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Marketable securities — The estimated fair value of investments in marketable securities is based on quoted market prices.

VIE and other finance receivables and VIE long-term debt issued by securitization and permanent financing trusts, at fair market value — The estimated fair value of VIE and other finance receivables and VIE long-term debt issued by securitization and permanent financing trusts, at fair value is determined based on a discounted cash flow model using expected future collections discounted at a calculated rate.

For guaranteed structured settlements and annuities, the Company allocates the projected cash flows based on the waterfall of the securitization and permanent financing trusts (collectivity the “Trusts”).  The waterfall includes fees to operate the Trusts (servicing fees, administrative fees, etc.), note holder principal and note holder interest.  Many of the Trusts have various tranches of debt that have varying subordinations in the waterfall calculation. The remaining cash flows, net of those obligations, are considered a residual interest which is projected to be paid to the Company’s retained interest holders.

The projected finance receivable cash flows used to pay the obligations of the Trusts are discounted using a calculated rate derived from the fair value interest rates of the debt in the Trusts.  The fair value interest rate of the debt is derived using a swap curve and applying a calculated spread using the Company’s most recent securitization as a benchmark.  The calculated spread is adjusted for the specific attributes of the debt in the Trusts, such as years to maturity and credit grade.   The debt’s fair value interest rates are applied to the projected future cash payments paid on the principal and interest to derive the debt’s fair value.   The debt’s fair value interest rates are blended using the debt’s principal balance to obtain a weighted average fair value interest rate; this rate is used to determine the value of the finance receivables’ asset cash flows.  In addition, the Company considers transformation cost and profit margin associated with its securitizations to derive the fair value of its finance receivables’ asset cash flows.  The finance receivables’ residual cash flows remaining after the projected obligations of the Trusts are satisfied are discounted using a separate yield based on an assumed rating of the residual tranche.  The finance receivables’ residual cash flows remaining after the projected obligations of the Trusts are satisfied are discounted using a separate yield based on an assumed rating of the residual tranche (9.34% and 7.71% as of December 31, 2012 and September 30, 2013, respectively, with a weighted average life of 20 years as of both dates).

The residual cash flows are adjusted for a loss assumption of 0.25% over the life of the finance receivables in its fair value calculation.  Finance receivable cash flows, including the residual asset cash flows, are included in finance receivables, at fair market value in the Company’s consolidated balance sheets.  The associated debt’s projected future cash payments for principal and interest are included in VIE long-term debt issued by securitization and permanent financing trusts, at fair market value.

For finance receivables not yet securitized, the Company uses the calculated spreads, as well as considering transformation costs and profit margin, from its most recent securitization to determine the fair value yield adjusting for expected losses and applying the residual yield for the cash flows the Company projects would make up the retained interest in a securitization.

For the Company’s life contingent structured settlement (“LCSS”) receivables and long-term debt issued by its related permanent financing trusts, the blended weighted average discount rate of the LCSS receivables at the time of borrowing (which occurs frequently throughout the year) is used to determine the fair value of the receivables’ cash flows.  The residual cash flows relating to the LCSS receivables are discounted using a separate yield based on the assumed rating to the residual tranche reflecting the life contingent feature of these receivables.

VIE and other finance receivables, net of allowance for losses — The fair value of structured settlement, annuity, and lottery receivables was estimated based on the present value of future expected cash flows using discount rates

15

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

commensurate with the risks involved.  The fair value of pre-settlement funding transactions and attorney cost financing was based on expected losses and historical loss experience associated with the respective receivables using management’s best estimates of the key assumptions regarding credit losses.

Life settlement contracts, at fair market value — The fair values of life settlement contracts are determined by reference to the transfer price of similar life settlement contracts under a discounted cash flow calculation that takes into account the net death benefit under the policy, estimated future premium payments and the life expectancy of the insured, as well as other qualitative factors regarding market participants assumptions.  Life expectancy is determined on a policy-by-policy basis using the results of medical underwriting performed by independent agencies.

Notes receivable, at fair market value — The fair values of notes receivables are determined based on the discounted present value of future expected cash flows using management’s best estimates of the key assumptions regarding credit losses and discount rates determined to be commensurate with the risks involved. The Company does not expect prepayment on the finance receivables underlying the notes receivable and accordingly, no significant change in the fair value is expected as a result of prepayment.  The fair value and amortized costs of these notes receivable are as follows:

	December 31, 2012		September 30, 2013
Amortized cost	$	8,297	$	6,175
Fair market value	$	8,074	$	6,238

Note receivable due from affiliate — The estimated fair value of note receivable due from affiliate is assumed to equal its carrying amount.  The note receivable was repaid in full in February 2013.

Other receivables, net of allowance for losses — The estimated fair value of advances receivable and certain other receivables, which are generally recovered in less than three months, is assumed to equal to the carrying amount.  The carrying value of other receivables which have expected recoverability of greater than three months, which consist primarily of a note receivable, have been estimated based on the present value of future expected cash flows using management’s best estimate of the key assumptions, including discount rates commensurate with the risks involved.

VIE derivative liabilities, at fair value — The fair value of interest rate swaps is based on dealer quotes that are corroborated with pricing models that utilize current interest rates and the timing and amount of cash flows.

Installment obligations payable — Installment obligations payable are reported at contract value determined based on changes in the measuring indices selected by the obligees under the terms of the obligations over the lives of the obligations.  The fair value of installment obligations payable is estimated to be equal to carrying value.

Term loan payable — The carrying value of the term loan approximates its fair value.  In February 2013, the term loan was refinanced with a new senior secured credit facility and subsequently, in May 2013, the new credit facility was amended to provide an additional term loan with the same terms as the new credit facility.

VIE borrowings under revolving credit facilities and other similar borrowings — The estimated fair value of borrowings under revolving credit facilities and other similar borrowings is based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities.  The Company estimates that the carrying value of its lines of credit, which bear interest at a variable rate, approximates fair value.

VIE long-term debt — The estimated fair value of VIE long-term debt is based on fair value borrowing rates available to the Company based on recently executed transactions with similar underlying collateral characteristics, reflecting the specific terms and conditions of the debt.

16

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

The following table sets forth the Company’s assets and liabilities that are carried at fair value on the Company’s condensed consolidated balance sheets as of December 31, 2012 and September 30, 2013:

	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total
	Level I		Level II		Level III		at Fair Value
December 31, 2012:
Assets
Marketable securities:
Equity securities
US large cap	$	40,446	$	—	$	—	$	40,446
US mid cap	8,472		—		—		8,472
US small cap	9,224		—		—		9,224
International	22,651		—		—		22,651
Other equity	789		—		—		789
Total equity securities	81,582		—		—		81,582
Fixed income securities
US fixed income	36,047		—		—		36,047
International fixed income	5,963		—		—		5,963
Other fixed income	11		—		—		11
Total fixed income securities	42,021		—		—		42,021
Other securities
Cash & cash equivalents	4,789		—		—		4,789
Alternative investments	483		—		—		483
Annuities	2,239		—		—		2,239
Total other securities	7,511		—		—		7,511
Total marketable securities	131,114		—		—		131,114
VIE and other finance receivables, at fair market value	—		—		3,615,188		3,615,188
Notes receivable, at fair market value	—		—		8,074		8,074
Life settlement contracts, at fair market value (1)	—		—		1,724		1,724
Total Assets	$	131,114	$	—	$	3,624,986	$	3,756,100
Liabilities
VIE long-term debt issued by securitization and permanent financing trusts, at fair market value	$	—	$	—	$	3,229,591	$	3,229,591
VIE derivative liabilities, at fair market value	—		121,498		—		121,498
Total Liabilities	$	—	$	121,498	$	3,229,591	$	3,351,089
September 30, 2013:
Assets
Marketable securities:
Equity securities
US large cap	$	44,765	$	—	$	—	$	44,765
US mid cap	9,125		—		—		9,125
US small cap	10,481		—		—		10,481
International	22,233		—		—		22,233
Other equity	821		—		—		821
Total equity securities	87,425		—		—		87,425
Fixed income securities
US fixed income	33,263		—		—		33,263
International fixed income	5,303		—		—		5,303
Other fixed income	30		—		—		30
Total fixed income securities	38,596		—		—		38,596
Other securities
Cash & cash equivalents	3,754		—		—		3,754
Alternative investments	645		—		—		645
Annuities	2,193		—		—		2,193
Total other securities	6,592		—		—		6,592
Total marketable securities	132,613		—		—		132,613
VIE and other finance receivables, at fair market value	—		—		3,888,893		3,888,893
Notes receivable, at fair market value	—		—		6,238		6,238
Total Assets	$	132,613	$	—	$	3,895,131	$	4,027,744
Liabilities
VIE long-term debt issued by securitization and permanent financing trusts, at fair market value	$	—	$	—	$	3,437,861	$	3,437,861
VIE derivative liabilities, at fair market value	—		81,125				81,125
Total Liabilities	$	—	$	81,125	$	3,437,861	$	3,518,986

(1) Included in other assets on the Company’s condensed consolidated balance sheets.

17

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

The following table sets forth the Company’s quantitative information about its Level 3 fair value measurements as of December 31, 2012 and September 30, 2013, respectively:

December 31, 2012:	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg)
Assets
VIE and other finance receivables, at fair market value	$	3,615,188	Discounted cash flow	Discount rate	2.68% - 12.52% (3.99%)
Notes receivable, at fair market value	8,074		Discounted cash flow	Discount rate	9.78% (9.78%)
Life settlement contracts, at fair market value	1,724		Model actuarial pricing	Life expectancy Discount rate	16 to 260 months (147) 18.50% (18.50%)
Total Assets	$	3,624,986
Liabilities
VIE long-term debt issued by securitization and permanent financing trusts, at fair market value	$	3,229,591	Discounted cash flow	Discount rate	0.53% - 12.38% (3.43%)
Total Liabilities	$	3,229,591
September 30, 2013:	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg)
Assets
VIE and other finance receivables, at fair market value	$	3,888,893	Discounted cash flow	Discount rate	2.59% - 12.98% (3.99%)
Notes receivable, at fair market value	6,238		Discounted cash flow	Discount rate	7.71% (7.71%)
Life settlement contracts, at fair market value	—		Model actuarial pricing	Life expectancy Discount rate	7 to 251 months (140) 18.50% (18.50%)
Total Assets	$	3,895,131
Liabilities
VIE long-term debt issued by securitization and permanent financing trusts, at fair market value	$	3,437,861	Discounted cash flow	Discount rate	0.74% - 12.67% (3.60%)
Total Liabilities	$	3,437,861

A significant unobservable input used in the fair value measurement of all of the Company’s assets and liabilities measured at fair value using unobservable inputs (Level 3) is the discount rate.  Significant increases (decreases) in the discount rate used to estimate fair value in isolation would result in a significantly lower (higher) fair value measurement of the corresponding asset or liability. An additional significant unobservable input used in the fair value measurement of the life settlement contracts, at fair value, is life expectancy. Significant increases (decreases) in the life expectancy used to estimate the fair value of life settlement contracts in isolation would result in a significantly lower (higher) fair value measurement.

18

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

The changes in assets measured at fair value using significant unobservable inputs (Level 3) during the nine-months ended September 30, 2012 and 2013 were as follows:

	VIE and other finance receivables, at fair market value			Life settlement contracts, at fair market value			Notes receivable, at fair market value			Total
Balance at December 31, 2011	$	3,041,090		$	6,214		$	12,765		$	3,060,069
Total gains (losses):
Included in earnings / losses	346,746			(517		)	—			346,229
Included in other comprehensive gain	—			—			279			279
Purchases	259,005			—			—			259,005
Premiums paid	—			935			—			935
Sales	(447		)	(3,917		)	—			(4,364		)
Lapsed policies	—			—			—			—
Interest accreted	111,798			—			—			111,798
Payments received	(303,721		)	—			(3,453		)	(307,174		)
Maturities	—			—			—			—
Transfers in and/or out of Level 3	—			—			—			—
Balance at September 30, 2012	$	3,454,471		$	2,715		$	9,591		$	3,466,777
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at:
September 30, 2012	$	346,155		$	(132	)	$	—		$	346,023
Balance at December 31, 2012	$	3,615,188		$	1,724		$	8,074		$	3,624,986
Total gains (losses):
Included in earnings / losses	197,429			(22		)	—			197,407
Included in other comprehensive gain	—			—			502			502
Purchases	300,452			—			—			300,452
Premiums paid	—			241			—			241
Sales	—			—			—			—
Lapsed policies	—			—			—			—
Interest accreted	107,784			—			—			107,784
Payments received	(322,345		)	—			(2,338		)	(324,683		)
Maturities	—			(51		)	—			(51		)
Asset distribution	(9,615		)	(1,892		)	—			(11,507		)
Transfers in and/or out of Level 3	—			—			—			—
Balance at September 30, 2013	$	3,888,893		$	—		$	6,238		$	3,895,131
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at:
September 30, 2013	$	197,429		$	31		$	—		$	197,460

19

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

The changes in liabilities measured at fair value using significant unobservable inputs (Level 3) during the nine-months ended September 30, 2012 and 2013 were as follows:

	VIE long-term debt issued by securitizations and permanent financing trusts
Balance at December 31, 2011	$	2,663,873
Total (gains) losses:
Included in earnings / losses	157,998
Issuances	400,881
Interest accreted	(25,207		)
Repayments	(169,693		)
Transfers in and/or out of Level 3	—
Balance at September 30, 2012	$	3,027,852
The amount of total (gains) losses for the period included in earnings attributable to the change in unrealized gains or losses relating to long- term debt still held at:
September 30, 2012	$	157,998
Balance at December 31, 2012	$	3,229,591
Total (gains) losses:
Included in earnings / losses	23,769
Issuances	406,240
Interest accreted	(35,863		)
Repayments	(185,876		)
Transfers in and/or out of Level 3	—
Balance at September 30, 2013	$	3,437,861
The amount of total (gains) losses for the period included in earnings attributable to the change in unrealized gains or losses relating to long- term debt still held at:
September 30, 2013	$	23,769

20

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

Realized and unrealized gains and losses included in earnings in the accompanying condensed consolidated statements of operations for the three and nine-months ended September 30, 2012 and 2013 are reported in the following revenue categories:

	VIE and other finance receivables and long- term debt		Life settlement contracts income
Total gains (losses) included in earnings in the three months ended September 30, 2012	$	57,142	$	183
Change in unrealized gains (losses) in the three months ended September 30, 2012 relating to assets still held at the reporting date	$	57,142	$	183
Total gains (losses) included in earnings in the three months ended September 30, 2013	$	46,020	$	51
Change in unrealized gains (losses) in the three months ended September 30, 2013 relating to assets still held at the reporting date	$	46,020	$	51
Total gains (losses) included in earnings in the nine months ended September 30, 2012	$	188,748	$	(517	)
Change in unrealized gains (losses) in the nine months ended September 30, 2012 relating to assets still held at the reporting date	$	188,157	$	(132	)
Total gains (losses) included in earnings in the nine months ended September 30, 2013	$	173,660	$	(22	)
Change in unrealized gains (losses) in the nine months ended September 30, 2013 relating to assets still held at the reporting date	$	173,660	$	31

21

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

The Company discloses fair value information about financial instruments, whether or not recognized at fair value in the Company’s condensed consolidated balance sheets, for which it is practicable to estimate that value.  As such, the estimated fair values of the Company’s financial instruments are as follows:

	December 31,				September 30,
	2012				2013
	Estimated				Estimated
	Fair		Carrying		Fair		Carrying
	Value		Amount		Value		Amount
Financial assets
Marketable securities	$	131,114	$	131,114	$	132,613	$	132,613
VIE and other finance receivables, at fair market value	3,615,188		3,615,188		3,888,893		3,888,893
VIE and other finance receivables, net of allowance for losses (1)	145,155		150,353		127,413		133,505
Life settlement contracts, at fair market value	1,724		1,724		—		—
Notes receivable, at fair market value	8,074		8,074		6,238		6,238
Notes receivable, due from affiliate (1)	5,243		5,243		—		—
Other receivables, net of allowance for losses (1)	13,146		13,146		14,269		14,269
Financial liabilities
VIE derivative liabilities, at fair market value	121,498		121,498		81,125		81,125
VIE borrowings under revolving credit facilities and other similar borrowings (1)	28,198		27,380		50,655		49,168
VIE long-term debt (1)	158,801		162,799		149,954		154,020
VIE long-term debt issued by securitization and permanent financing trusts, at fair market value	3,229,591		3,229,591		3,437,861		3,437,861
Installment obligations payable (1)	131,114		131,114		132,613		132,613
Term loan payable (1)	142,441		142,441		556,422		556,422

(1) These represent financial instruments not recorded in the condensed consolidated balance sheets at fair value.  Such financial instruments would be classified as Level 3 within the fair value hierarchy.

5. VIE and Other Finance Receivables, at Fair Market Value

The Company has elected to fair value newly originated guaranteed structured settlements in accordance with ASC 810.  Additionally, as a result of the Company including lottery winning finance receivables in its 2013-1 asset securitization, the Company also elected to fair value newly originated lottery winnings effective January 1, 2013. As of December 31, 2012 and September 30, 2013, VIE and other finance receivables for which the fair value option was elected consist of the following:

	December 31, 2012			September 30, 2013
Maturity value	$	5,335,328		$	5,784,472
Unearned income	(1,720,140		)	(1,895,579		)
Net carrying amount	$	3,615,188		$	3,888,893

22

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

Encumbrances on VIE and other finance receivables, at fair value are as follows:

Encumbrance	December 31, 2012		September 30, 2013
VIE securitization debt (2)	$	3,550,394	$	3,773,189
$100 million credit facility (1)	230		19,014
$200 million credit facility (1)	7,059		13,924
$300 million credit facility (1)	8,277		19,480
$50 million permanent financing related to 2011-A	20,505		36,005
Total VIE finance receivables at fair value	3,586,465		3,861,612
Not encumbered	28,723		27,281
Total VIE and other finance receivables at fair value	$	3,615,188	$	3,888,893

(1) See Note 7

(2) See Note 9

Notes receivable, at fair market value and residual cash flows from finance receivables, at fair market value held in securitizations are pledged as collateral for the residual term debt (Note 8) at December 31, 2012 and September 30, 2013.

The Company is engaged to service certain finance receivables it sells to third parties.  Servicing fee revenue related to those receivables are included in servicing, broker, and other fees in the Company’s unaudited condensed consolidated statements of operations, and for the three and nine-months ended September 30, 2013 and 2012 were as follows:

	Three-Months Ended September 30,				Nine-Months Ended September 30,
	2012		2013		2012		2013
Servicing fees	$	258	$	239	$	803	$	714

23

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

6. VIE and Other Finance Receivables, net of Allowance for Losses

VIE and other finance receivables, net of allowance for losses, as of December 31, 2012 and September 30, 2013 consist of the following:

	December 31, 2012			September 30, 2013
Structured settlements and annuities	$	79,653		$	76,640
Less: unearned income	(53,398		)	(50,552		)
	26,255			26,088
Lottery winnings	97,204			89,232
Less: unearned income	(33,768		)	(29,500		)
	63,436			59,732
Pre-settlement funding transactions	62,775			55,460
Less: deferred revenue	(4,296		)	(2,872		)
	58,479			52,588
Life insurance premium financing	3,807			—
Less: deferred revenue	(43		)	—
	3,764			—
Attorney cost financing	3,072			2,480
Less: deferred revenue	(3		)	—
	3,069			2,480
VIE and other finance receivables, gross	155,003			140,888
Less: allowance for losses	(4,650		)	(7,383		)
VIE and other finance receivables, net	$	150,353		$	133,505

Encumbrances on VIE and other finance receivables, net are as follows:

Encumbrance	December 31, 2012		September 30, 2013
VIE securitization debt (2)	$	80,826	$	79,193
$40 million pre-settlement credit facility (1)	25,859		23,463
$45.1 million long-term presettlement facility (2)	19,389		12,775
$2.4 million long-term facility (2)	2,663		2,532
Total VIE finance receivables, net of allowances	128,737		117,963
Not encumbered	21,616		15,542
Total VIE and other finance receivables, net of allowances	$	150,353	$	133,505

(1) See Note 7

(2) See Note 8

24

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

Activity in the allowance for losses for VIE and other finance receivables for the three and nine-months ended September 30, 2012 and 2013 was as follows:

	Structured settlements and annuities			Lottery			Pre-settlement funding transactions			Life insurance premium financing			Attorney cost financing			Total
Three-months ended September 30, 2012:
Allowance for losses:
Balance at beginning of period	$	(381	)	$	(1	)	$	(1,644	)	$	—		$	(482	)	$	(2,508	)
Provision for loss	—			55			(504		)	2			106			(341		)
Charge-offs	49			18			65			—			19			151
Recoveries	—			(72		)	(479		)	(2		)	—			(553		)
Balance at end of period	$	(332	)	$	—		$	(2,562	)	$	—		$	(357	)	$	(3,251	)
Three-months ended September 30, 2013:
Allowance for losses:
Balance at beginning of period	$	(182	)	$	—		$	(6,282	)	$	—		$	(293	)	$	(6,757	)
Provision for loss	51			85			(1,836		)	—			10			(1,690		)
Charge-offs	85			—			1,064			—			—			1,149
Recoveries	—			(85		)	—			—			—			(85		)
Balance at end of period	$	(46	)	$	—		$	(7,054	)	$	—		$	(283	)	$	(7,383	)
Nine-months ended September 30, 2012:
Allowance for losses:
Balance at beginning of period	$	(345	)	$	(1	)	$	(670	)	$	—		$	(5	)	$	(1,021	)
Provision for loss	(26		)	(48		)	(1,522		)	75			(366		)	(1,887		)
Charge-offs	75			139			109			—			14			337
Recoveries	(36		)	(90		)	(479		)	(75		)	—			(680		)
Other	—			—			—			—			—			—
Balance at end of period	$	(332	)	$	—		$	(2,562	)	$	—		$	(357	)	$	(3,251	)
Individually evaluated for impairment	$	(332	)	$	—		$	(313	)	$	—		$	—		$	(645	)
Collectively evaluated for impairment	—			—			(2,249		)	—			(357		)	(2,606		)
Balance at end of period	$	(332	)	$	—		$	(2,562	)	$	—		$	(357	)	$	(3,251	)
VIE and other finance receivables, net:
Individually evaluated for impairment	$	24,987		$	65,764		$	436		$	—		$	—		$	91,187
Collectively evaluated for impairment	—			—			53,749			4,800			3,458			62,007
Ending Balance	$	24,987		$	65,764		$	54,185		$	4,800		$	3,458		$	153,194
Nine-months ended September 30, 2013:
Allowance for losses:
Balance at beginning of period	$	(181	)	$	(6	)	$	(4,194	)	$	—		$	(269	)	$	(4,650	)
Provision for loss	(88		)	96			(4,370		)	2			(14		)	(4,374		)
Charge-offs	224			35			1,510			—			—			1,769
Recoveries	(1		)	(125		)	—			(2		)	—			(128		)
Balance at end of period	$	(46	)	$	—		$	(7,054	)	$	—		$	(283	)	$	(7,383	)
Individually evaluated for impairment	$	(46	)	$	—		$	(2,095	)	$	—		$	—		$	(2,141	)
Collectively evaluated for impairment	—			—			(4,959		)	—			(283		)	(5,242		)
Balance at end of period	$	(46	)	$	—		$	(7,054	)	$	—		$	(283	)	$	(7,383	)
VIE and other finance receivables, net:
Individually evaluated for impairment	$	26,042		$	59,732		$	2,514		$	—		$	—		$	88,288
Collectively evaluated for impairment	—			—			43,020			—			2,197			45,217
Ending Balance	$	26,042		$	59,732		$	45,534		$	—		$	2,197		$	133,505

25

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

Management makes significant estimates in determining the allowance for losses on finance receivables. Consideration is given to a variety of factors in establishing these estimates, including current economic conditions and anticipated delinquencies. Since the allowance for losses is dependent on general and other economic conditions beyond the Company’s control, it is at least reasonably possible that the estimate for the allowance for losses could differ materially from the currently reported amount in the near term.  At December 31, 2012 and September 30, 2013, the Company had impaired pre-settlement funding transactions in the amount of $2,521 and $3,453, respectively and has discontinued recognition of the income on these items.  The Company had no impaired attorney cost financing advances as of December 31, 2012 and September 30, 2013, respectively.

Pre-settlement funding transactions and attorney cost financing are usually outstanding for a period of time exceeding one year.  The Company performs underwriting procedures to assess the quality of the underlying pending litigation collateral prior to entering into these transactions.  The underwriting process involves an evaluation of each transaction’s case merits, counsel track record, and case concentration.

The Company assesses the status of the individual pre-settlement funding transactions at least once every 120 days to determine whether there are any case specific concerns that need to be addressed and included in the allowance for losses on finance receivables.  The Company also analyzes pre-settlement funding transactions on a portfolio basis based on the transactions’ age as the ability to collect is correlated to the duration of time the advances are outstanding.

The following table presents gross pre-settlement funding transactions as of December 31, 2012 and September 30, 2013 based on their year of origination:

Year of Origination	December 31, 2012		September 30, 2013
2009	6,276		5,270
2010	9,891		6,116
2011	17,770		11,978
2012	28,838		19,522
2013	—		12,574
	$	62,775	$	55,460

Based on historical portfolio experience, the Company has reserved for pre-settlement and attorney cost financing receivables of $4,194 and $269 as of December 31, 2012 and $7,054 and $283 as of September 30, 2013, respectively.

The following table presents portfolio delinquency status as of December 30, 2012 and September 30, 2013, respectively:

													VIE and Other
	30-59		60-89		Greater						VIE and Other Finance		Finance Receivables, net
	Days		Days		than		Total				Receivables,		> 90 days
	Past Due		Past Due		90 Days		Past Due		Current		net		accruing
December 31, 2012:
Structured settlements and annuities	$	8	$	—	$	54	$	62	$	26,012	$	26,074	$	—
Lottery winnings	—		—		—		—		63,430		63,430		—
Life insurance premium financing	—		—		—		—		3,764		3,764		—
Total	$	8	$	—	$	54	$	62	$	93,206	$	93,268	$	—
September 30, 2013:
Structured settlements and annuities	$	—	$	—	$	172	$	172	$	25,870	$	26,042	$	—
Lottery winnings	—		—		—		—		59,732		59,732		—
Life insurance premium financing	—		—		—		—		—		—		—
Total	$	—	$	—	$	172	$	172	$	85,602	$	85,774	$	—

26

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

Pre-settlement funding transactions and attorney cost financing do not have set due dates as payment is dependent on the underlying case settling.

7. VIE Borrowings Under Revolving Credit Facilities and Other Similar Borrowings

At December 31, 2012 and September 30, 2013, VIE borrowings under revolving credit facilities and other similar borrowings on the condensed consolidated balance sheets consist of the following:

		December 31,			September 30,
	Entity	2012			2013
$100 million variable funding note facility with interest payable monthly at 9.0%, collateralized by JGW-S III’s structured settlements receivables, 2-year revolving period with 18 months amortization period thereafter upon notice by the issuer or the note holder with all principal and interest outstanding payable no later than October 15, 2048. JGW-S III is charged monthly an unused fee of 1.00% per annum for the undrawn balance of its line of credit.	JGW-S III	$	183		$	12,050
$200 million credit facility, interest payable monthly at the rate greater of 5.00% or the sum of LIBOR plus applicable margin (5.0% at December 31, 2012 and September 30, 2013), maturing on February 17, 2016 , collateralized by JGW IV’s structured settlements and annuity receivables. JGW IV, LLC is charged monthly an unused fee of 0.50% per annum for the undrawn balance of its line of credit.	JGW IV	4,171			10,231
$300 million multi-tranche and lender credit facility, interest payable monthly. The Facility was revised on July 24, 2013 as follows: Tranche A rate comprises 3.0% and either the LIBOR or the Commercial Paper rate depending on the lender (3.18% and 3.29% at September 30, 2013). Tranche B rate is 5.5% plus LIBOR (5.68% at September 30, 2013). The facility matures on July 24, 2016 and is collateralized by JGW V’s structured settlements and annuity receivables. JGW V, LLC is charged monthly an unused fee of 0.625% per annum for the undrawn balance of its line of credit. (1)	JGW V	5,530			11,763
$40 million credit facility with interest payable monthly at the lender’s “prime rate” plus 1.00%, subject to a floor of 4.50% (4.5% at December 31, 2012 and September 30, 2013), maturing December 31, 2013. The line of credit is collateralized by certain pre-settlement receivables. Peach One is charged monthly an unused fee of 0.50% per annum for the undrawn balance of its line of credit.	Peach One	17,527			15,124
Life settlements financing facility, interest payable quarterly at three-month Euribor plus 7.30% (7.49% at December 31, 2012). The facility was collateralized by assigned life settlement contracts from Immram and matured on August 23, 2013.	Skolvus 1 GMbh & Co. KG	(31		)	—
		$	27,380		$	49,168

(1) The previous agreement provided for a $275 million facility, a Tranche A rate comprised of 3.50% and either the LIBOR or the Commercial Paper rate depending on the lender (3.71% or 3.90% at December 31, 2012), a Tranche B rate of 6.0% plus LIBOR (6.21% at December 31, 2012), and a monthly unused fee of 0.75% per annum for the undrawn balance of the line of credit.

27

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

8. VIE Long-Term Debt

At December 31, 2012 and September 30, 2013, the VIE long-term debt consisted of the following:

	December 31, 2012		September 30, 2013
PLMT Permanent Facility	$	50,008	$	48,241
Residual Term Facility	70,000		69,560
Long-Term Presettlement Facility	20,289		13,861
2012-A Facility	2,463		2,319
LCSS Facility (2010-C)	12,880		12,880
LCSS Facility (2010-D)	7,159		7,159
	$	162,799	$	154,020

PLMT Permanent Facility

The Company has a $75,000 floating rate asset backed loan with interest payable monthly at one-month LIBOR plus 1.25% which is currently in a runoff mode with the outstanding balance being reduced by periodic cash collections on the underlying lottery receivables. The loan matures on November 1, 2038.

The debt agreement with the counterparty requires PLMT to hedge each lottery receivable with a pay fixed and receive variable interest rate swap with the counterparty. The swaps are recorded at fair value in VIE derivative liabilities, at fair market value on the condensed consolidated balance sheets.

Residual Term Facility

In September 2011, the Company issued term debt of $56,000 to a financial institution.  In August 2012, the Company issued additional term debt of $14,000 to the same financial institution.  The residual term debt is collateralized by notes receivable and the cash flows from securitization residuals related to certain securitizations.  Interest on the residual term debt facility is payable monthly at 8.0% until September 15, 2014 and 9.0% thereafter.  The $56,000 term debt matures on September 15, 2018 and the $14,000 term debt matures on September 15, 2019.  Principal payments from collateral cash flows began in September 2013.  In addition, the $56,000 term debt requires annual principal payments of $5,500 beginning on September 15, 2014 and continuing through 2018, the $14,000 term debt requires annual principal payments of $2,000 beginning on September 15, 2014 and continuing through 2019.

Long-Term Pre-settlement Facility

The Company has a $45,100 fixed rate note, of which, $20,289 is outstanding at December 31, 2012 and $13,861 is outstanding at September 30, 2013 and bearing interest at 9.25% annually.   Interest and principal is payable monthly from the cash receipts of collateralized pre-settlement receivables.  The note matures on June 6, 2016.

2012-A Facility

In December 2012, the Company issued a series of notes collateralized by structured settlements.  The proceeds of the notes were $2,463 at a fixed interest rate of 9.25%.  Interest and principal are payable monthly from cash receipts of collateralized structured settlement receivables. The notes mature on June 15, 2024.

Long-term Debt for Life Contingent Structured Settlements (2010-C & 2010-D)

LCSS Facility (2010-C)

In November 2010, the Company issued a private asset class securitization note registered under Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”). The 2010-C bond issuance of $12,880 is collateralized by

28

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

life-contingent structured settlements.  2010-C accrues interest at 10% per annum and matures on March 15, 2039.

The interest and, if available, principal payments are payable monthly from cash receipts of collateralized life-contingent structured settlements receivables.

LCSS Facility (2010-D)

In December 2010, the Company paid $155 to purchase the membership interests of LCSS, LLC from JLL Partners. LCSS, LLC owns 100% of the membership interests of LCSS II, which owns 100% of the membership interests of LCSS III.  In November 2010, LCSS III issued $7,159 long-term debt 2010-D collateralized by life-contingent structured settlements.   2010-D accrues interest at 10% per annum and matures on July 15, 2040.

The interest and, if available, principal payments are payable monthly from cash receipts of collateralized life-contingent structured settlements receivables.

9. VIE Long-term Debt Issued by Securitization and Permanent Financing trusts, at Fair Market Value

Securitization Debt

Effective January 1, 2010, upon consolidation of the securitization-related special purpose entities, the Company elected fair value treatment under ASC 825 to measure the securitization issuer debt and related finance receivables. The Company has determined that measurement of the securitization debt issued by SPEs at fair value better correlates with the value of the finance receivables held by SPEs, which are held to provide the cash flows for the note obligations. Debt issued by SPEs is non-recourse to other subsidiaries.  Certain subsidiaries of the Company continue to receive fees for servicing the securitized assets. In addition, the risk to the Company’s non-SPE subsidiaries from SPE losses is limited to cash reserve and residual interest amounts.

29

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

During the nine-months ended September 30, 2012, the Company completed two asset securitization transactions that were registered according to Rule 144A.  The following table summarizes these securitization SPE transactions:

	2012-1
	(bond proceeds in $ millions)
Issue date	3/16/2012
Bond proceeds	$232.4
Receivables securitized	4,476
Deal discount rate	4.62%
Retained interest %	6.75%
Class allocation (Moody’s)
Aaa	85.00%
Baa2	8.25%
	2012-2
	(bond proceeds in $ millions)
Issue date	7/25/2012
Bond proceeds	$158.0
Receivables securitized	3,016
Deal discount rate	4.27%
Retained interest %	6.75%
Class allocation (Moody’s)
Aaa	85.00%
Baa2	8.25%

30

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

During the nine-months ended September 30, 2013, the Company completed two asset securitization transactions that were registered according to Rule 144A.  The following table summarizes these securitization SPE transactions:

	2013-1
	(bond proceeds in $ millions)
Issue date	3/20/2013
Bond proceeds	$216.5
Receivables securitized	2,425
Deal discount rate	3.65%
Retained interest %	6.75%
Class allocation (Moody’s)
Aaa	85.25%
Baa2	8.00%
	2013-2
	(bond proceeds in $ millions)
Issue date	7/30/2013
Bond proceeds	$174.6
Receivables securitized	3,410
Deal discount rate	4.49%
Retained interest %	6.75%
Class allocation (Moody’s)
Aaa	85.25%
Baa2	8.00%

The following table summarizes notes issued by securitization and permanent financing trusts as of December 31, 2012 and September 30, 2013 for which the Company has elected the fair value option and are recorded as VIE long-term debt issued by securitization and permanent financing trusts, at fair market value in the Company’s condensed consolidated balance sheets:

	Outstanding Principal at		Outstanding Principal at		Fair Value at		Fair Value at
	December 31, 2012		September 30, 2013		December 31, 2012		September 30, 2013
Securitization trusts	$	2,693,597	$	2,913,160	$	2,892,466	$	3,095,261
Permanent financing VIEs	319,382		320,609		337,125		342,600
Total	$	3,012,979	$	3,233,769	$	3,229,591	$	3,437,861

31

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

10. Term Loan Payable

In connection with the OAC Merger, the Company assumed OAC’s term loan payable in the amount of $176,489, with interest payable at Eurodollar base rate plus applicable and additional margins (8.75% as of December 31, 2011 and 2012), maturing on November 21, 2013 (the “Term Loan”).  As part of the merger, the credit agreement was amended and restated to allow OAC to make distributions of up to $9,000 to PGHI Corp. to fund the costs of defending certain litigation that remained a PGHI Corp. obligation post-merger and costs of operating certain subsidiaries of PGHI Corp.  The amended and restated credit agreement required a $10,000 principal payment at the time of closing as well as specified consent payments to the lenders of the Term Loan.  The amortization schedule was modified to provide accelerated repayment of the indebtedness and the consolidated leverage ratio and interest coverage ratio covenants were amended. Also, certain subsidiaries of the Company became guarantors pursuant to the terms of the amended and restated agreement.  The collateral agreement relating to their guarantee calls for a security interest in the assets of the subsidiaries as collateral to the guarantee.  The subsidiaries will be released from the collateral agreement once the Term Loan is paid in full.

Under the terms of the restated and amended Term Loan, the Company is prohibited, with certain exceptions, from making distributions or paying dividends. As a result, essentially none of the Company’s $442,818 in member’s capital was free of limitations on the payment of dividends as of December 31, 2012.

On February 8, 2013, the Term Loan was refinanced with a new senior secured credit facility (the “Credit Facility”) that consisted of a $425,000 term loan (the “New Term Loan”) and a $20,000 revolving commitment maturing in February 2019 and August 2017, respectively.  The Company and certain of its subsidiaries are guarantors of the Credit Facility. Substantially all of the non-securitized and non-collateralized assets of the Company were pledged as security for the repayment of borrowings outstanding under the Credit Facility.

At each interest reset date, the Company has the option to elect that the New Term Loan be either a eurodollar loan or a base rate loan.  If a eurodollar loan, interest on the New Term Loan accrues at either Libor or 1.5% (whichever is greater) plus a spread of 7.5%.  If a base rate loan, interest accrues at prime or 2.5% (whichever is greater) plus a spread of 6.5%.  As of September 30, 2013, the New Term Loan’s interest rate was 9.0%. The revolving commitment has the same interest rate terms as the New Term Loan.  In addition, the revolving commitment is subject to an unused fee of 0.5% per annum and provides for the issuance of letters of credit equal to $10,000, subject to customary terms and fees.

The Credit Facility requires the Company, to the extent that as of the last day of any fiscal quarter outstanding balances on the revolving commitment exceed specific thresholds, to comply with a maximum total leverage ratio. As of September 30, 2013, there were no outstanding borrowings under the revolving commitment and, as a result, the maximum total leverage ratio requirement was not applicable.  The Company and certain of its subsidiaries are also limited in engaging in certain activities, including mergers and acquisitions, incurrence of additional indebtedness, incurring liens, making investments, transacting with affiliates, disposing of assets, and various other activities.  The Credit Facility also limits, with certain exceptions, certain of the Company’s subsidiaries from making cash dividends and loans to the Company.

In conjunction with the refinancing, the Company made a cash distribution to its members in the amount of $309.6 million as well as an asset distribution in the amount of $16.3 million to PGHI Corp. The distribution assets were originally acquired by the Company as part of the OAC Merger.

On May 31, 2013, the Credit Facility was amended to provide for an additional term loan of $150,000 on the same terms as the New Term Loan. In conjunction with this refinancing, the Company made a cash distribution to its members in the amount of $150,000.

As a result of the aggregate distributions the Company paid its members, each outstanding preferred interest was converted into one common interest on May 31, 2013 in accordance with the Amended and Restated Limited Liability Company Agreement of JGWPT Holdings, LLC.

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J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

11. Derivative Financial Instruments

The Company has interest-rate swaps to manage its exposure to changes in interest rates related to borrowings on its revolving credit facilities.  Hedge accounting has not been applied to any of its interest rate swaps.

As of September 30, 2013, the Company held an interest rate swap related to its JGW V revolving credit facility with a total notional value of $11,886. The Company pays a fixed rate of 2.74% and receives a floating rate equal to 1-month LIBOR rate.  As of September 30, 2013, the term of this interest rate swap is approximately 15 years.

In March 2012 and 2013, and in connection with securitizations, the Company terminated $64,300 and $55,351, respectively, in interest rate swap notional value associated with its revolving credit facilities and other similar borrowings.  In July 2012 and 2013, and in connection with securitizations, the Company terminated $32,036 and $45,690, respectively, in interest rate swap notional value associated with its revolving credit facilities and other similar borrowings.  The total gain (loss) on the terminations of the interest rate swaps for the three-months ended September 30, 2012 and 2013 is ($831) and $525, respectively.  The total gain (loss) on the terminations of the interest rate swaps for the nine-months ended September 30, 2012 and 2013 is ($457) and $351, respectively. The unrealized (loss) for these swaps for the three-months ended September 30, 2012 and 2013 was ($291) and ($696), respectively.  The unrealized (loss) for these swaps for the nine-months ended September 30, 2012 and 2013 was ($641) and ($181), respectively.

The Company also has interest-rate swaps to manage its exposure to changes in interest rates related to its borrowings on certain long-term debt issued by securitization and permanent financing trusts.  At December 31, 2012 and September 30, 2013, the Company had 8 outstanding swaps with total notional amounts of approximately $338,143 and $300,373, respectively.  The Company pays fixed rates ranging from 4.50% to 5.77% and receives floating rates equal to 1-month LIBOR rate plus applicable margin.

These interest rate swaps were designed to closely match the borrowings under the respective floating rate asset backed loans in amortization.  At September 30, 2013, the term of these interest rate swaps range from approximately 9 to approximately 22 years.  For the three-months ended September 30, 2012 and 2013, the amount of unrealized gain recognized was $1,316 and $2,640, respectively. For the nine-months ended September 30, 2012 and 2013, the amount of unrealized gain recognized was $2,532 and $19,115, respectively.

Additionally, the Company has interest-rate swaps to manage its exposure to changes in interest rates related to its borrowings under Peachtree Structured Settlements, LLC, a permanent financing VIE (“PSS”) (Note 9) and PLMT (Note 8).  At December 31, 2012 and September 30, 2013, the Company had 165 outstanding swaps with total notional amounts of approximately $266,881 and $254,397, respectively.  The Company pays fixed rates ranging from 4.30% to 8.70% and receives floating rates equal to rate 1-month LIBOR rate plus applicable margin.

The PSS and PLMT interest rate swaps were designed to closely match the borrowings under the respective floating rate asset backed loans in amortization.  At September 30, 2013, the term of the interest rate swaps for PSS and PLMT range from less than 1 month to approximately 21 years, respectively.  For the three-months ended September 30, 2012 and 2013, the amount of unrealized gain (loss) recognized was ($441) and $2,289, respectively. For the nine-months ended September 30, 2012 and 2013, the amount of unrealized gain (loss) recognized was ($2,021) and $21,501, respectively.

33

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

The notional amounts and fair values of the Company’s interest rate swaps as of December 31, 2012 and September 30, 2013 are as follows:

		Notional		Fair Market Value			Notional		Fair Market Value
Entity	Securitization	at December 31, 2012		December 31, 2012			at September 30, 2013		September 30, 2013
321 Henderson I	2004-A A-1	$	50,858	$	(6,492	)	$	42,905	$	(4,313	)
321 Henderson I	2005-1 A-1	86,766		(14,362		)	76,839		(9,785		)
321 Henderson II	2006-1 A-1	26,307		(3,581		)	22,107		(2,442		)
321 Henderson II	2006-2 A-1	27,560		(5,181		)	24,552		(3,625		)
321 Henderson II	2006-3 A-1	30,493		(5,001		)	27,058		(3,471		)
321 Henderson II	2006-4 A-1	27,402		(4,271		)	24,701		(3,009		)
321 Henderson II	2007-1 A-1	42,670		(9,031		)	39,613		(6,093		)
321 Henderson II	2007-2 A-1	46,087		(13,072		)	42,598		(9,174		)
JGW V, LLC	—	—		—			11,886		(181		)
PSS	—	205,180		(46,407		)	196,094		(29,195		)
PLMT	—	61,701		(14,100		)	58,303		(9,837		)
Total		$	605,024	$	(121,498	)	$	566,656	$	(81,125	)

12. Risks and Uncertainties

The Company’s finance receivables are primarily obligations of insurance companies. The exposure to credit risk with respect to these finance receivables is generally limited due to the large number of insurance companies of generally high credit quality comprising the receivable base, their dispersion across geographical areas, and possible availability of state insurance guarantee funds. The Company is also subject to numerous risks associated with structured settlements. These risks include, but are not limited to, restrictions on assignability of structured settlements, potential changes in the U.S. tax law related to taxation of structured settlements, diversion by a seller of scheduled payments to the Company, and other potential risks of regulation and/or legislation. A majority of states have regulated the business by passing statutes that govern the sale of structured settlement payments. Generally, the laws require a court approval to consummate a sale. The Company’s earnings are dependent upon the fair value of the finance receivables it purchases relative to the value it can obtain by financing these assets in securitization or other transactions. Accordingly, earnings are subject to risks and uncertainties surrounding exposure to changes in the interest rate environment, competitive pressures affecting the ability to maintain sufficient effective purchase yields, and the ability to sell or securitize finance receivables at profitable levels in the future.

34

J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

13. Commitments and Contingencies

In accordance with Structured Receivables Finance #6, LLC, a permanent financing VIE (“SRF6”) (Note 9), the Company is required to fund a Hedge Breakage Reserve Account to the extent that the Lender has entered into hedges and such hedges subsequently incur negative valuations.  The Hedge Breakage Reserve Account serves as collateral in the event the Company elects to repay in full the associated VIE debt issued by the permanent financing trust and the Lender incurs costs from the early termination of any related hedges. As of December 31, 2012 and September 30, 2013, this account had a balance of $11,847 and $3,682, respectively.  The Lender also has a Right of First Refusal to purchase 25% of any securitization notes at current market terms when such a securitization contains Eligible Receivables financed under the SRF6 Loan Agreement.

The Company had an arrangement (the “Arrangement”) with a counterparty for the sale of LCSS assets that meet certain eligibility criteria.  The Arrangement called for the counterparty to utilize funds raised of up to $50,000 to purchase LCSS assets from the Company.  The Arrangement expired on June 30, 2012.  For the year ended December 31, 2012, the counterparty purchased approximately $3,150 of LCSS assets from the Company which substantially met the counterparty’s current purchase capacity.  Pursuant to the Arrangement, the Company also has a borrowing agreement (the “Borrowing Agreement”) with the counterparty that gives the counterparty a borrowing base to draw on from the Company for the purchase of LCSS assets.  The borrowing capacity is capped at a percentage of total funds raised by the counterparty or $11,300, whichever is lower.  As of December 31, 2012 and September 30, 2013, the amount owed from the counterparty pursuant to this Borrowing Agreement is approximately $8,637 and $9,008, respectively and is earning interest at an annual rate of 5.35% and is included in other receivables, net of allowance for losses in the Company’s condensed consolidated balance sheets.

The Arrangement also has put options, which expire on December 30, 2019 and 2020, that gives the counterparty the option to sell purchased LCSS assets back to the Company.  The put options, if exercised by the counterparty, require the Company to purchase LCSS assets at a target IRR of 3.5% above the original target IRR paid by the counterparty.

In the normal course of business, the Company is subject to various legal proceedings and claims, the resolution of which, in management’s opinion, will not have a material adverse effect on the financial position, the results of operations or cash flows of the Company.

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J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

14. Segment Reporting

ASC 280, Segment Reporting, establishes standards for segment reporting in the financial statements. Management has determined that all of the operations have similar economic characteristics and may be aggregated into a single segment for disclosure under ASC 280.

15. Income Taxes

The Company and the majority of its subsidiaries operate in the U.S. as non-income tax paying entities, and are treated as pass-through entities for U.S. federal income tax purposes and generally as corporate entities in non-U.S. jurisdictions. In addition, certain of the Company’s wholly owned subsidiaries operate as corporations within the U.S. and are subject to U.S. federal and state income tax. As non-income tax paying entities, the majority of the Company’s net income or loss is included in the individual or corporate returns of JGWPT’s Members.  The current and deferred taxes relates only to the income tax-paying entities of the Company.

16. Restructure Expense

In April 2013, the Company announced its intention to close its Boynton Beach office.  In connection with the announcement, the Company recorded a restructure charge of $3,224 for primarily severance and related expense. The $3,224 charge for the nine-months ended September 30, 2013 was recorded in the following statement of operations line items: compensation and benefits, $2,851; and general and administrative, $373.  The associated workforce reductions were substantially complete as of September 30, 2013 and the remaining actions are expected to be completed by December 31, 2013.  A reconciliation of the associated restructure liability is as follows:

	Total
Balance at December 31, 2012	$	—
Restructure expense	3,224
Payments for restructure charges	(2,456		)
Balance at September 30, 2013	$	768

17. Subsequent Events

On October, 2, 2013, the Company amended the terms of its $200 million credit facility to provide for an interest rate equal to the sum of one-month LIBOR plus an applicable margin equal to 3.25% and a final maturity date of April 2, 2017. The Company subsequently elected on December 18, 2013 to reduce the size of this credit facility to $50 million.

On October 21, 2013, the Company revised the terms of its $40 million credit facility to provide for a maturity date of December 31, 2014 and a maximum borrowing capacity of $35 million.

On October 10, 2013, the Company priced its 2013-3 securitization. The aggregate issuance amount of the 2013-3 securitization was $212.7 million and the discount rate was 4.37%. The 2013-3 securitization closed on October 18, 2013.  In connection with its 2013-3 securitization, the Company repaid approximately $64.0 million of long term debt issued by SRF 6, a permanent financing VIE, and recorded a gain on debt extinguishment of approximately $22.3 million.  As a result of the repayment of debt, the Company was required to pay approximately $3.4 million in various prepayment fees and approximately $4.5 million for hedge breakage costs (Note 13).

On November 14, 2013, the Corporation consummated an initial public offering whereby 11,212,500 Class A Shares were sold to the public for net proceeds of $141.4 million, after payment of underwriting discounts and estimated offering expenses. The 11,212,500 shares sold were inclusive of 1,462,500 Class A Shares sold pursuant to the full exercise of an overallotment option granted to the underwriters which was consummated on December 11, 2013.  The net proceeds from the initial public offering were used to purchase 11,212,500 newly issued JGWPT common interests directly from JGWPT Holdings, LLC representing 37.9% of the then outstanding

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J.G. Wentworth, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

(Dollars in Thousands, Unless Otherwise Noted)

membership interests of JGWPT Holdings, LLC.  Concurrently with the consummation of the Corporation’s initial public offering, JGWPT Holdings, LLC merged with and into a newly formed subsidiary of the Corporation and the surviving, newly formed subsidiary changed its name to JGWPT Holdings, LLC.

Pursuant to this merger, the operating agreement of JGWPT Holdings, LLC was amended and restated such that, among other things, (i) the Corporation became the sole managing member of JGWPT Holdings, LLC, (ii) JGWPT Holdings, LLC common interests became exchangeable for one Class A Share, or in the case of PGHI Corp., one share of the Corporation’s Class C Shares. Additionally, in connection with merger, each holder of JGWPT Holdings, LLC common interests, other than PGHI Corp., was issued an equivalent number of shares of the Corporation’s “vote-only” Class B Shares.  As a result of these transactions, as of and subsequent to November 14, 2013, the Corporation will consolidate the financial results of JGWPT Holdings, LLC with its own and reflect the 62.1% membership interest in JGWPT Holdings, LLC it does not own as a non-controlling interest in its consolidated financial statements.

On November 15, 2013, the Company entered into a $300 million credit facility with a financial institution that provides for interest payable monthly at either: (a) the one-month LIBOR or (b) the lender’s commercial paper rate (as defined) plus 2.75%. The credit facility is collateralized by JGW VII, LLC’s structured settlements, annuity, and lottery receivables.  The credit agreement also provides for a three-year revolving period with a twenty-four month amortization period thereafter upon notice by the issuer or the borrower with all principal and interest outstanding payable no later than November 15, 2018.  The Company is charged monthly an unused line fee of 0.50% per annum for the undrawn balance of the line of credit.

On December 6, 2013, the Company repaid $123 million of its New Term Loan from the proceeds of its initial public offering and amended the terms of the associated Credit Facility. The amendment, among other things: (i) reduced the applicable margin on the initial term loans from 7.50% to 6.00% for eurodollar loans and from 6.50% to 5.00% for base rate loans, and (ii) reduced the interest rate floor on the initial term loans from 1.50% to 1.00% for eurodollar loans and from 2.50% to 2.00% for base rate loans.  No changes were made to the financial covenants contained in the original Credit Facility and as a result of the repayment, no further principal payments are required to be made on the New Term Loan until its maturity in February 2019. In connection with the repayment and amendment of the New Term Loan, the Company paid approximately $13.0 million in amendment, legal and other fees.

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Item 2.       Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.  Some of the information contained in this discussion and analysis or set forth elsewhere in this quarterly filing, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” and the “Special Note Regarding Forward-Looking Statements” sections of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. (Dollars are in thousands, unless otherwise noted.)

Overview

We are a leading direct response marketer that provides liquidity to our customers by purchasing structured settlement, annuity and lottery payment streams and interests in the proceeds of legal claims in the United States. We securitize or sell the payment streams that we purchase in transactions that are structured to generate cash proceeds to us that exceed the purchase price we paid for those payment streams. We have developed our market leading position as a purchaser of structured settlement payments through our highly recognizable brands and multi-channel direct response marketing platform.

Structured settlements are financial tools used by insurance companies to settle claims on behalf of their customers. They are contractual arrangements under which an insurance company agrees to make periodic payments to an individual as compensation for a claim typically arising out of a personal injury. The structured settlement payments we purchase have long average lives of more than ten years and cannot be prepaid.

We serve the liquidity needs of structured settlement payment holders by providing our customers with cash in exchange for a certain number of fixed scheduled future payments. Customers desire liquidity for a variety of reasons, including debt reduction, housing, automotive, business opportunities, education and healthcare costs. Since 1995, we have purchased over $9.4 billion of structured settlement payment streams and have completed 37 asset-backed securitizations totaling over $5.1 billion in issuance.

For each of the historical periods presented herein, revenues by our major products are described below.

·Revenue generated from our structured settlement payment purchasing business was $311.0 and $301.4 million for the nine months ended September 30, 2013 and 2012, respectively.

·Revenue generated from our annuity payment purchasing business was $8.5 and $6.7 million for the nine months ended September 30, 2013 and 2012, respectively.

·Revenue generated from our lottery payment purchasing business was $24.1 and $22.6 million for the nine months ended September 30, 2013 and 2012, respectively.

·Revenue from our pre-settlement funding business was $9.4 and $10.4 million for the nine months ended September 30, 2013 and 2012, respectively.

We act as an intermediary that identifies, underwrites and purchases individual payment streams from our customers, aggregates the payment streams and then finances them in the institutional market at financing rates that are below our cost to purchase the payment streams. We purchase future payment streams from our customers for a single up-front cash payment. Such payment is based upon a discount rate that is negotiated with each of our customers. We fund our purchases of payment streams with low cost short and long-term non-recourse financing. We initially fund our purchase of structured settlement payments and annuities through committed warehouse lines. Our guaranteed structured settlement and annuity warehouse facilities totaled $750 million at December 18, 2013. We intend to undertake a sale or securitization of these assets approximately three times per year, subject to our discretion, in transactions that generate excess cash proceeds over the purchase price we paid for those assets and the amount of warehouse financing used to fund that purchase price. We finance the purchase of other payment steams using a combination of other committed financing sources and our operating cash flow.

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Because our purchase and financing of periodic payment streams is undertaken on a positive cash flow basis with minimal retained risk, we view our ability to purchase payment streams as key to our business model. Another key feature of our business model is our ability to aggregate payment streams from many individuals and from a well-diversified base of payment counterparties. We continuously monitor the efficiency of marketing expenses and the hiring and training of personnel engaged in the purchasing process.

On November 14, 2013, we consummated an initial public offering whereby 11,212,500 shares of our Class A common stock were sold to the public (inclusive of  1,462,500  Class A Shares sold pursuant to the full exercise of an overallotment option granted to the underwriters which was consummated on December 11, 2013).  The aggregate net proceeds received from the offering were $141.4 million, after deducting underwriting discounts and offering expenses. We used the aggregate net proceeds to purchase 11,212,500 common interests of the newly formed JGWPT Holdings, LLC, representing 37.9% of the then outstanding membership interests of JGWPT Holdings, LLC.  JGWPT Holdings, LLC used a portion of the net proceeds of the initial public offering to repay a portion of our senior secured term loan, with the remainder to be used for general corporate purposes.

Results of Operations

Comparison of Consolidated Results for the Three Months ended September 30, 2013 and 2012

Revenues

Revenues for the three months ended September 30, 2013 of $103.1 million reflect a decrease of $5.2 million or 4.7% from revenues of $108.3 million for the three months ended September 30, 2012. The decrease in revenues is primarily attributable to a less favorable interest rate environment.  Interest income increased to $45.7 million from $43.2 million for the three months ended September 2013 and 2012, respectively, due to higher interest rates.  Unrealized gains on VIE and other finance receivables, long-term debt, and derivatives of $50.2 million for the three months ended September 30, 2013 reflect a decrease of $7.5 million from $57.7 million for the three months ended September 30, 2012 due to funding volume decreases and a higher interest rate environment, which impacts the fair value of our VIE and other finance receivables, long-term debt, and derivatives.  Realized and unrealized gain on marketable securities, net, of $5.5 million for the three months ended September 30, 2013 was down slightly from the $5.6 million for the three months ended September 30, 2012.  This change was offset by a corresponding decrease in installment obligations expense, net.  These amounts relate to the marketable securities and installment obligations payable items on our condensed consolidated balance sheet.  The marketable securities are owned by us but are held to fully offset our installment obligations liability; therefore, increases or decreases in the fair market value of these marketable securities have no impact on our net income.  Additionally, servicing, broker and other fees decreased from $2.5 million for the three months ended September 30, 2012 to $1.2 million for the three months ended September 30, 2013 primarily due to a decrease in the number of brokered lottery deals that were executed.

Operating Expenses

Total expenses for the three months ended September 30, 2013 were $103.9 million, an increase of $16.6 million or 19.0% from $87.3 million for the three months ended September 30, 2012. Advertising, which consists of our marketing costs including direct mail, television, internet, radio, and other related expenses, decreased slightly to $17.9 million for the three months ended September 30, 2013 from $18.5 million for the three months ended September 30, 2012. This was primarily due to the timing of advertising initiatives.  Interest expense for the three months ended September 30, 2013, which includes interest on our securitization debt, warehouse facilities, and credit facility, increased 37.2% to $54.0 million from $39.4 million for the three months ended September 30, 2012, due primarily to the larger principal balances on our term loan and VIE long-term debt issued by securitization and permanent financing trusts at fair market value, coupled with a less favorable interest rate environment. Compensation and benefits decreased 14.5% to $9.1 million for the three months ended September 30, 2013 compared to $10.6 million for the three months ended September 30, 2012. This was due to employee reductions associated with the downsizing of the Boynton Beach office that took place during the second quarter of 2013.  General and administrative costs increased $1.1 million to $4.5 million, from $3.4 million for the three months ended September 30 2012 and professional and

39

consulting costs for the three months ended September 30, 2013 increased $1.5 million to $4.8 million, from $3.3 million for the three months ended September 30, 2012, in each case due to overall growth in our business, outside legal fees, and costs associated with the expansion of our office space, such as rent expense.

Income (Loss) Before Taxes

We had a loss before taxes of ($0.7) million and income before taxes of $21.0 million for the three months ended September 30, 2013 and 2012, respectively. The decrease in income before taxes is primarily due to lower revenues resulting from higher fair value rates along with increased interest expense.

Income Taxes

We and the majority of our subsidiaries operate in the U.S. as non-income tax paying entities, and are treated as pass-through entities for U.S. federal income tax purposes and generally as corporate entities in non-U.S. jurisdictions. In addition, certain of our wholly owned subsidiaries are operating as corporations within the U.S. and subject to U.S. federal and state income tax. As non-income tax paying entities, the majority of our net income or loss is included in the individual or corporate returns of JGWPT Holdings, LLC’s members. The current and deferred taxes relate only to our income tax-paying corporate entities.

Net Income (Loss) Attributable to J.G. Wentworth, LLC

For the three months ended September 30, 2013, we had a net loss attributable to J.G. Wentworth, LLC of ($0.9) million compared to net income of $21.2 million for the three months ended September 30, 2012. The $22.1 million decrease was driven by higher fair value rates along with increased interest expense.

Comparison of Consolidated Results for the Nine Months ended September 30, 2013 and 2012

Revenues

Revenues for the nine months ended September 30, 2013 were $353.0 million, an increase of $11.8 million, or 3.5%, from $341.2 million for the nine months ended September 30, 2012. The increase in revenues is primarily attributable to funding volume increases, in addition to a more favorable interest rate environment for much of the nine month period.  Interest income for the nine months ended September 30, 2013 was $126.3 million, a decrease of $6.2 million, or 4.7%, from $132.5 million for the nine months ended September 30, 2012, due to lower interest rates.  Unrealized gains on VIE and other finance receivables, long-term debt, and derivatives was $214.1 million, an increase of $25.5 million from $188.6 million for the nine months ended September 30, 2012, due to a lower interest rate environment which impacts the fair value of our VIE and other finance receivables, long-term debt, and derivatives. Realized and unrealized gain on marketable securities, net, was $10.5 million for the nine months ended September 30, 2013, a decrease of $2.0 million from $12.5 million for the nine months ended September 30, 2012.  This decrease was offset by a corresponding decrease in installment obligations expense, net. These amounts relate to the marketable securities and installment obligations payable items on our consolidated balance sheet. The marketable securities are owned by us, but are held to fully offset our installment obligations liability; therefore, increases or decreases in marketable securities will have no impact on our net income.

Operating Expenses

Total expenses for the nine months ended September 30, 2013 were $284.5 million, an increase of $23.8 million, or 9.1%, from $260.7 million for the nine months ended September 30, 2012. Advertising expense, which consists of our marketing costs including direct mail, television, internet, radio, and other related expenses, decreased 8.1% to $51.7 million for the nine months ended September 30, 2013, from $56.2 million for the nine months ended September 30, 2012, primarily due to the timing of our advertising initiatives. Interest expense, which includes interest on our securitization debt, warehouse facilities and credit facility, increased 17.7% to $140.0 million for the nine months ended September 30, 2013, from $118.9 million for the nine months ended September 30, 2012, due primarily to the larger principal balance on our term loan.  Compensation and benefits expense was largely unchanged at $32.5 million for the nine months ended September 30, 2013, compared to $32.7 million for

40

the nine months ended September 30, 2012, due to employee severance cost offsetting cost savings associated with the downsizing of the Boynton Beach office.  General and administrative costs increased $4.3 million to $14.9 million for the nine months ended September 30, 2013, from $10.6 million for the nine months ended September 30, 2012, and professional and consulting costs increased $3.0 million to $13.9 million for the nine months ended September 30, 2013 from $10.9 million for the nine months ended September 30, 2012, in each case due to overall growth in our business, outside legal fees, and costs associated with the expansion of our office space, such as rent expense.

Restructure Expense

In April 2013, we announced our intention to restructure our Boynton Beach office. In connection with the announcement, we recorded a restructure charge of $3.2 million for, primarily, severance and related expenses. The $3.2 million charge for the nine months ended September 30, 2013 was recorded in the following condensed consolidated statement of operations line items: compensation and benefits, $2.8 million, and general and administrative, $0.4 million. The associated workforce reductions were substantially completed during the nine months ended September 30, 2013 and the remaining actions are expected to be completed by December 31, 2013.

Income Before Taxes

For the nine months ended September 30, 2013, we earned income before taxes of $68.5 million, a decrease of 14.9%, or $12.0 million, from $80.5 million for the nine months ended September 30, 2012, primarily due to higher expenses offsetting increased revenue from funding volume increases and a more favorable interest rate environment.

Income Taxes

We and the majority of our subsidiaries operate in the U.S. as non-income tax paying entities, and are treated as pass-through entities for U.S. federal income tax purposes and generally as corporate entities in non-U.S. jurisdictions. In addition, certain of our wholly owned subsidiaries are operating as corporations within the U.S. and subject to U.S. federal and state income tax. As non-income tax paying entities, the majority of our net income or loss is included in the individual or corporate returns of JGWPT Holdings, LLC’s members. The current and deferred taxes relate only to our income tax-paying corporate entities.

Net Income Attributable to J.G. Wentworth, LLC

Net income attributable to J.G. Wentworth, LLC for the nine months ended September 30, 2013 was $67.2 million, a decrease of $10.9 million, or 14.0%, from $78.1 million for the nine months ended September 30, 2012, due to the reasons noted above.

Liquidity and Capital Resources

Cash Flows

The following table sets forth a summary of our cash flows for the nine months ended September 30, 2013 and September 30 2012:

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	Nine Months Ended September 30,
	2012			2013
	(In thousands)
Net cash used in operating activities	$	(149,850	)	$	(233,020	)
Net cash provided by (used in) investing activities	(3,816		)	4,869
Net cash provided by financing activities	156,627			164,369
Net increase (decrease) in cash and cash equivalents	2,961			(63,782		)
Cash and cash equivalents at beginning of period	70,171			103,137
Cash and cash equivalents at end of period	$	73,132		$	39,355

Cash Flows from Operating Activities

Net cash used in operating activities was $233.0 million and $149.9 million for the nine months ended September 30, 2013 and 2012, respectively. The $83.1 million increase in net cash used in operating activities was primarily driven by a $30.3 million increase in the purchase of finance receivables, a $41.4 million reduction in the change in restricted cash and investments due to the timing of our securitizations in 2013, and a $13.7 million decrease in net income which was driven primarily by higher operating expenses.

Cash Flows from Investing Activities

Net cash provided by investing activities was $4.9 million for the nine months ended September 30, 2013 compared to $3.8 million of net cash used in investing activities for the nine months ended September 30, 2012.  The $8.7 million increase was primarily driven by (i) the issuance of a note receivable to an affiliate during the nine months ended September 30, 2012, and (ii) the subsequent collection of the note receivable from an affiliate during the nine months ended September 30, 2013.

Cash Flows from Financing Activities

Cash provided by financing activities was $164.4 million and $156.6 million for the nine months ended September 30, 2013 and 2012, respectively. The increase of $7.8 million was primarily driven by the new credit facility entered into during the nine months ended September 30, 2013 which generated proceeds of $557.2 million. In connection with the new facility, cash distributions of $459.6 million of members’ capital and an increase of $122.4 million in repayments under our term loans were made during the nine months ended September 30, 2013. Additional drivers of the increase in cash provided by financing activities during the nine months ended September 30, 2013 was a $44.4 million decrease in cash usage resulting from the net impact of our revolving credit facilities and a $10.4 million increase in cash usage associated with the repayment of our long-term debt and derivatives.

Funding Sources

We utilize a number of different funding sources to finance our different business lines. These sources are targeted to allow us to maximize our cash proceeds from the different assets that we purchase.

Structured Settlements and Annuities

As of December 18, 2013, we finance our guaranteed structured settlement and annuity payment stream purchases through four separate warehouse facilities with $750 million of aggregate capacity: (i) a $300 million

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syndicated warehouse facility with Barclays and Natixis with a revolving period that ends in July 2016; (ii) a $50 million warehouse facility with Deutsche Bank with a revolving period that ends in October 2016; (iii) a $100 million warehouse facility with PartnerRe with a two-year evergreen feature, that requires the lender to give us 24 months’ notice prior to terminating the facility’s revolving line of credit; and (iv) a $300 million warehouse facility with Credit Suisse entered into in November 2013 with a revolving period that ends in November 2016. Subsequent to the expiration or termination of their respective revolving lines of credit, each of our warehouse facilities has an amortization period of between 18 and 24 months before the final maturity, allowing us time to exit or refinance the warehouse facility after the revolving period has ended.

Our warehouse facilities are structured with advance rates that range from 92.5% to 95.5% and discount rates that range from 7.5% to 9.2%.  The discount rate is either fixed over the term of the facility or is based on a fixed spread over a floating swap rate, which we then fix through interest rate swaps at the time of the borrowing. The discount rate is used to discount the payment streams we have purchased, and these discounted payment streams are then multiplied by the advance rate to determine the amount of funds that are available to us under the warehouse facilities. Our purchases of structured settlement and annuity payment streams are at higher discount rates than the discount rates applied to those payment streams under the warehouse facilities. As a result, the funds available to be drawn under our warehouse facilities exceed the purchase price for the payment streams we purchase. This excess cash is used to support our business and cover a portion of our operating expenses.

We undertake non-recourse term securitizations once we have aggregated in our warehouse facilities a sufficient aggregate value of structured settlement and annuity payment streams to undertake a securitization. At the close of each such securitization, the outstanding amount under each of the warehouse facilities is repaid. The amount of net proceeds we receive from securitizations is typically in excess of the amount of funds required to repay the warehouse facilities, resulting in a positive cash flow at the time of securitization. We completed three securitizations in 2012 and three securitizations in 2013 and we intend, subject to market conditions, management discretion and other relevant factors, to continue to undertake approximately three securitizations per year in the future. The counterparties to the structured settlement and annuity payment streams we purchase have mostly investment grade credit ratings. In 2012, approximately 90% of the counterparties to structured settlement payment streams that we purchased were rated “A3” or better by Moody’s. This reduced credit risk, together with the long weighted average life and low pre-payment risk, results in a desirable asset class that can be securitized and sold in the asset-backed security market. Since 1997, our securitization entities have undertaken over $5.1 billion in total issuance volume, representing $8.1 billion of payment streams over 37 securitizations.

Life Contingent Structured Settlements and Life Contingent Annuities

We finance our purchases of life contingent structured settlement and life contingent annuity payment streams through a committed permanent financing facility with PartnerRe with a capacity of $50 million. This facility allows us to purchase life contingent structured settlement and life contingent annuity payment streams without assuming any mortality risk. This facility is structured as a permanent facility, whereby the life contingent structured settlement and life contingent annuity payment streams we purchase are financed for their entire life and remain within the facility until maturity. The payment streams purchased are funded at a fixed advance rate of 94%, while the discount rate used to value the payment streams is variable, depending on the characteristics of the payment streams. The life contingent structured settlement and life contingent annuity payment streams that we purchase are discounted at a higher rate than the discount rates applied to those payment streams under the committed permanent financing facility, with the result that the funds available to be drawn under the facility exceed the purchase price for the payment streams we purchase. This positive cash flow is used to support our business and cover a portion of our operating expenses.

Lotteries

Historically, we have funded the purchase of lottery payment streams through non-recourse financing as well as a diversified institutional funding base of more than five institutional investors who purchase lottery payment streams directly from us. These investors are either insurance companies or asset managers. Lottery payment streams are purchased by the investors and the transactions are structured as an asset sale to the investor. We earn the difference between the discount rate at which we purchase the lottery payment stream from the lottery prizewinner and the discount rate at which we sell the lottery payment stream to the investor.

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 Recently, we have also been purchasing lottery payment streams utilizing our own balance sheet and we have structured one of our guaranteed structured settlement and annuity warehouse facilities to allow us to finance lottery payment streams. This allows us to aggregate a pool of such payment streams that we subsequently securitize together with structured settlement and annuity payment streams. Lottery payment streams were included in our last three securitizations during 2013 and we intend to continue to securitize lottery payment streams in the future. We believe that our ability to securitize lottery payment streams has the potential to assist us to achieve an industry-leading cost of capital and to drive our future growth in this asset class.

Pre-Settlement Funding

We finance our pre-settlement funding through a revolving credit facility with Capital One Bank. The facility, which was amended in October 2013, currently has $35 million of capacity and is structured with a revolving period that ends in December 2014 and a subsequent 24 month amortization period. The advance rate applicable to pre-settlement funding financed through the facility is 84%. Due to the shorter duration of pre-settlement funding, we do not require a facility with as large a capacity as for the other asset types above, as the pre-settlement funding transactions revolve more frequently. Positive cash flow is typically generated from the difference between the amount of proceeds we receive on settlement and the amount funded to the plaintiff.

As a result of the positive cash flow generated by our structured settlement and annuity warehouse facilities and securitization program, our life contingent structured settlement and life contingent annuity permanent financing facility, our sale or securitization of lottery payment streams and our pre-settlement funding, we currently do not require additional external capital resources to operate our business.

Term Loan

We have a widely syndicated (i) $572.5 million senior secured term loan, held by our wholly-owned subsidiary Orchard Acquisition Company LLC, which requires quarterly principal payments equal to 0.25% of the original term loan balance of $575 million and that matures in February 2019, and (ii) a $20 million revolving commitment that matures in August 2017.  On December 6, 2013, we made a repayment of $123.0 million on our senior secured term loan with proceeds from the initial public offering on November 14, 2013, thus reducing the senior secured loan from September 30, 2013 to $449.5 million immediately after repayment. In connection with the repayment, we amended the terms of the associated Credit Agreement to (i) reduce the applicable margin from 6.5% to 5.0% for Base Rate Loans and from 7.5% to 6.0% for Eurodollar Loans and (ii) reduce the interest rate floor from 2.5% to 2.0% for Base Rate Loans and from 1.5% to 1.0% for Eurodollar Loans.  No changes were made to the financial covenants contained in the original Credit Facility and as a result of the repayment, no further principal payments are required to be made on the senior secured term loan until its maturity in February 2019. The revolving commitment has the same interest rate terms as the senior secured term loan.

Residual Financing

We have a $70 million term loan residual financing facility with a financial institution. This facility is secured by 22 of our securitization residuals and is structured with a $56 million A1 Note due in September 2018 and a $14 million A2 Note due in September 2019. Both notes have interest rates of 8% with a step-up to 9% starting in September 2014. Starting September 2014 the A1 Note will have a minimum annual note pay down of $5.5 million and the A2 Note will have a minimum annual note pay down of $2 million.

Securitization Debt

Effective January 1, 2010, upon consolidation of our securitization-related special purpose entities, we elected fair value treatment under ASC 825 to measure the VIE long-term debt issued by securitization and permanent financing trusts and related VIE finance receivables. We have determined that measurement of the VIE long-term debt issued by securitization and permanent financing trusts at fair value better correlates with the value of the VIE finance receivables held by SPEs, which are held to provide the cash flow for the note obligations. The VIE debt issued by SPEs is non-recourse to other subsidiaries. Certain of our subsidiaries continue to receive fees

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for servicing the securitized assets which are eliminated in consolidation. In addition, the risk to our non-SPE subsidiaries from SPE losses is limited to cash reserve and residual interest amounts.

Initial Public Offering

On November 14, 2013, we consummated an initial public offering whereby 11,212,500 shares of our Class A common stock were sold to the public (inclusive of  1,462,500  Class A Shares sold pursuant to the full exercise of an overallotment option granted to the underwriters which was consummated on December 11, 2013).  The aggregate net proceeds received from the offering were $141.4 million. We used a portion of the net proceeds of the initial public offering to repay a portion of our senior secured term loan, with the remainder to be used for general corporate purposes.

Other Financing

We maintain other permanent financing arrangements that have been used in the past for longer term funding purposes. Each of these arrangements has assets pledged as collateral, the cash flows from which are used to satisfy the loan obligations. These other financing arrangements are more fully described in the J.G. Wentworth, LLC consolidated financial statements in this Quarterly Report on Form 10-Q.

Short-Term Liquidity Needs

Our liquidity needs over the next 12 months are expected to be provided through the excess cash generated by our structured settlement, annuity, and lottery payment stream warehouse facilities, life contingent structured settlement and annuity permanent financing facilities as well as our lottery program. Our securitization program for structured settlements, annuities and lottery payment streams also is expected to provide for both a replenishment of our warehouse capacity as well as excess cash to operate the business and make interest payments. However, there can be no assurances that we will be able to continue to securitize our payment streams at favorable rates or obtain financing through borrowing or other means.

Long-Term Liquidity Needs

Our most significant needs for liquidity beyond the next 12 months is the repayment of the principal amount of our outstanding senior secured term loan as well as the repayment of our residual financing facility. We used a portion of the net proceeds of the initial public offering to repay a portion of our senior secured term loan. We expect to meet our remaining long-term liquidity needs through excess cash flow generated through our securitization program. However, there can be no assurances that we will be able to continue to securitize our payment streams at favorable rates or obtain financing through borrowing or other means.

As a consequence of the initial sales and any future exchanges of JGWPT Common Interests for our Class A Shares or Class C Shares, we may increase our share of the tax basis of the assets then owned by JGWPT Holdings, LLC. Any such increase in tax basis is anticipated to allow us the ability to reduce the amount of future tax payments to the extent that we have future taxable income. We are obligated, pursuant to our tax receivable agreement with all common interestholders who hold in excess of approximately 1% of the JGWPT Common Interests as of immediately prior to the initial public offering, to pay to such common interestholders, 85% of the amount of income tax we save for each tax period as a result of the tax benefits generated from the initial sales and any subsequent exchange of JGWPT Common Interests for our Class A Shares or Class C Shares and from the use of certain tax attributes. We expect to fund these long-term requirements under the tax receivable agreement with tax distributions received from JGWPT Holdings, LLC and, if necessary, loans from JGWPT Holdings, LLC.

Contractual Obligations and Commitments

In February 2013, the term loan payable assumed in connection with our merger with Orchard Acquisition Company, LLC and its subsidiaries on July 12, 2011 was refinanced with a new senior secured credit facility consisting of a $425 million term loan and a $20 million revolving commitment maturing in February 2019 and August 2017, respectively.  The original term loan was scheduled to mature in November 2013. The new term loan requires quarterly principal repayments of 0.25% of the initial term loan balance. In May 2013, our senior secured credit facility was amended to provide for an additional term loan of $150 million on the same terms as the existing term loan.

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On December 6, 2013, we made a repayment of $123 million on our senior secured term loan with proceeds from the initial public offering on November 14, 2013, thus reducing the amount outstanding under our senior secured term loan from $572.5 million as of September 30, 2013 to $449.5 million immediately after the repayment. In connection with the repayment, we amended the terms of the associated credit agreement to (i) reduce the applicable margin from 6.5% to 5.0% for Base Rate Loans and from 7.5% to 6.0% for Eurodollar Loans and (ii) reduce the interest rate floor from 2.5% to 2.0% for Base Rate Loans and from 1.5% to 1.0% for Eurodollar Loans.    No changes were made to the financial covenants contained in the original Credit Facility and, as a result of the repayment, no further principal payments are required to be made on the senior secured term loan until its maturity in February 2019.

In connection with the repayment and amendment of the credit facility, the Corporation paid approximately $13.0 million in amendment, legal and other fees. Total outstanding borrowings under our new senior credit facility were $572.5 million as of September 30, 2013.

Critical Accounting Policies

Our accounting policies are more fully described in Note 2 to the consolidated financial statements. As disclosed in Note 2, the preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments.

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, or ASC 820, establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures for instruments carried at fair value. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Under ASC 820, fair value measurements are not adjusted for transaction costs.

ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels are defined as follows:

·Level 1 — inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.

·Level 2 — inputs to the valuation methodology include quoted prices in markets that are not active or quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·Level 3 — inputs to the valuation methodology are unobservable, reflecting the entity’s own assumptions market participants would use in pricing the asset or liability.

 A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Fair value is a market based measure considered from the perspective of a market participant who holds the asset or owes the liabilities rather than an entity specific measure. Therefore, even when market assumptions are not readily available, our own assumptions are set to reflect those that market participants would use in pricing the assets or liabilities at the measurement date.

We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We also evaluate various factors to determine whether certain transactions are orderly and may

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make adjustments to transactions or quoted prices when the volume and level of activity for an asset or liability have decreased significantly.

The above conditions could cause certain assets and liabilities to be reclassified from Level 1 to Level 2/Level 3 or Level 2 to Level 3. The inputs or methodology used for valuing the assets or liabilities are not necessarily an indication of the risk associated with the assets and liabilities.

In January 2010, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2010-6, Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements, which we refer to as ASU No. 2010-6. ASU No. 2010-6 was adopted by us for the year ended December 31, 2011. ASU No. 2010-6 further clarifies that the reconciliation of Level 3 measurements should separately present purchases, sales, issuances and settlements instead of netting these changes. For the years ended December 31, 2012 and 2011, there were no transfers between levels. The adoption of this ASU did not have a material impact on our consolidated statements of financial condition, results of operations or cash flows.

VIE and Other Finance Receivables, at Fair Market Value

We acquire receivables associated with structured settlement payments from individuals in exchange for cash (purchase price). These receivables are held for sale and are carried at fair value. The fair value of the receivables we hold may be effected by a number of factors, including changes in interest rates and market prices. Changes in the fair value of our assets and liabilities will be recorded as gains and losses in our statement of operations and therefore could have a significant effect on our financial position and results of operations.

We have elected to fair value newly originated structured settlement payments in accordance with ASC 810, “Consolidations.” Additionally, as a result of including lottery winnings finance receivables in our 2013-1 asset securitization, we also elected to fair value newly originated lottery winnings effective January 1, 2013. Unearned income is determined as the amount the fair value exceeds the cost basis of the receivables. Unearned income on structured settlement payments is recognized as interest income using the effective interest method over the life of the related structured settlement payments. Changes in fair value are recorded in unrealized gains on VIE and other finance receivables, long-term debt and derivatives in our condensed consolidated statements of operations.

We, through our subsidiaries, sell finance receivables to Special Purpose Entities, or SPEs, as defined in ASC 860. An SPE issues notes secured by undivided interests in the receivables. Payments due on these notes generally correspond to receipts from the receivables in terms of the timing of payments due. We retain a retained interest in the SPEs and are deemed to have control over these SPEs due to our servicing or subservicing role and therefore consolidate these SPEs.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (i) the assets have been isolated from us, (ii) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (iii) we do not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity, the ability to unilaterally cause the holder to return specific assets or through an agreement that permits the transferee to require the transferor to repurchase the transferred financial assets that is so favorable to the transferee that it is probable that the transferee will require the transferor to repurchase them. Transfers that do not meet the criteria to be accounted for as sales are accounted for as secured borrowings.

VIE and Other Finance Receivables, net of Allowance for Losses

VIE and other finance receivables carried at amortized cost include primarily pre-settlement funding transactions, life contingent structured settlements, and lottery winnings that originated prior to January 1, 2013, which are reported at the amount outstanding, adjusted for deferred fees and costs and allowance for losses. Interest income on fees earned on pre-settlement funding transactions is recognized over their respective terms using the effective interest method based on principal amounts outstanding. Our policy is to discontinue the recognition of

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interest income on finance receivables not fair valued once it has been determined that collection of future interest or fees are unlikely.

Fees charged upon the origination of finance receivables and certain direct origination costs, including personnel, travel, postage, legal fees and other associated costs, are deferred and the net amount is amortized using the effective interest method over the estimated life of the related receivables.

Allowance for Losses on Receivables

On an ongoing basis we review our ability to collect all amounts owed on finance receivables carried at amortized cost.

We reduce the carrying value of finance receivables by the amount of projected losses. Our determination of the adequacy of the projected losses is based upon an evaluation of the finance receivables collateral, the financial strength of the related insurance company that issued the structured settlement, current economic conditions, historical loss experience, known and inherent risks in the portfolios and other relevant factors. We will charge-off the defaulted payment balances at the time we determine them to be uncollectible.

Since the projected losses are dependent on general and other economic conditions beyond our control, it is reasonably possible that the losses projected could differ materially from the currently reported amount in the near term. When we have determined that a receivable is uncollectible, we suspend the recognition of income on that receivable and recognize a loss equal to the value of the receivable.

Receivables are considered to be impaired when it is probable that we will be unable to collect all payments according to the contractual terms of the underlying agreements.

 We consider all information available in assessing impairment. Impairment is measured on a receivable-by-receivable basis by either the present value of estimated future cash flows discounted at the effective rate, the observable market price for the receivable or the fair value of the collateral if the receivable is collateral dependent. Large groups of smaller balance homogeneous receivables, such as pre-settlement funding transactions, are collectively evaluated for impairment.

Intangible Assets

Identifiable intangible assets, which consist primarily of our databases and noncompete agreements, are amortized over their estimated useful lives of 10 and 3 years, respectively. Customer relationships are amortized over useful lives of 3 to 15 years. Domain names are amortized over their estimated useful lives of 10 years. In addition, such identifiable intangible assets are tested for impairment whenever events or changes in circumstances suggest that an asset’s carrying value may not be fully recoverable. An impairment loss, generally calculated as the difference between the estimated fair value and the carrying value of an asset, is recognized if the sum of the estimated undiscounted cash flows relating to the asset is less than the corresponding carrying value. Intangible assets deemed to have indefinite useful lives, which in our case includes a trade name, are not amortized and are subject to annual impairment tests. Impairment exists if the carrying value of the indefinite-lived intangible asset exceeds its fair value.

Goodwill

Goodwill results from the excess of the purchase price over the fair value of the net assets of an acquired business. Goodwill has an indefinite useful life and is subject to annual impairment tests whereby impairment is recognized if our estimated fair value is less than our net book value. Such loss is calculated as the difference between the estimated implied fair value of goodwill and its carrying amount.

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Derivative Financial Instruments

We hold derivative instruments that are not designated as hedging instruments as defined by ASC Topic 815, “Derivatives and Hedging.” The objective for holding these instruments is to offset variability in forecasted cash flows associated with interest rate fluctuations. Derivatives are recorded at fair value with changes in fair value recorded in unrealized gains on VIE and other finance receivables, long-term debt and derivatives in our consolidated statements of operations.

Emerging Growth Company Status

Section 107 of the JOBS Act also provides that an “emerging growth company”, such as us, can elect to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. As a result, our financial statements may not be comparable to companies that comply with public company effective dates.

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income, which we refer to as “ASU No. 2011-05”. This ASU requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The ASU does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This standard is effective for annual periods beginning after December 15, 2011. The FASB subsequently deferred the effective date of certain provisions of this standard pertaining to the reclassification of items out of accumulated other comprehensive income, pending the issuance of further guidance on that matter. ASU No. 2011-05 is effective for nonpublic entities for the fiscal years ending after December 15, 2012, and the interim and annual periods thereafter. Early adoption is permitted, because compliance with the amendments is already permitted. Since these amended principles require only additional disclosures concerning presentation of comprehensive income, when adopted they did not affect our consolidated statements of financial condition, results of operations or cash flows.

In September 2011, the FASB issued “ASU No. 2011-08”, Testing Goodwill for Impairment, which we refer to as “ASU No. 2011-08”. ASU No. 2011-08 is intended to simplify goodwill impairment testing by allowing companies the option to perform a qualitative review step to assess whether the required quantitative impairment analysis that exists today is necessary. Under the amended rule, a company making the election will not be required to calculate the fair value of a business that contains recorded goodwill unless it concludes, based on the qualitative assessment, that it is more likely than not that the fair value of that business is less than its book value. If such a decline in fair value is deemed more likely than not to have occurred, then the quantitative goodwill impairment test that exists under current US GAAP must be completed; otherwise, goodwill is deemed to be not impaired and no further testing is required until the next annual test date (or sooner if conditions or events before that date raise concerns of potential impairment in the business). The amended goodwill impairment guidance does not affect the manner in which a company estimates fair value. The new standard is effective for annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We early adopted this ASU in 2011.

In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, which we refer to as “ASU No. 2012-02”. The amendments in this update are intended to reduce cost and complexity by providing an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The amendments also enhance the consistency of impairment testing guidance among long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset’s fair value when testing an indefinite-lived intangible asset for impairment, which is equivalent to the impairment testing requirements for other long-lived assets. The amendments are effective for annual impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual impairment tests

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performed as of a date before July 27, 2012, if an entity’s financial statements for the most recent annual period have not yet been made available for issuance. We early adopted this ASU in 2012.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04 Fair Value Measurement (“Topic 820”) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRS, which we refer to as “ASU No. 2011-04”. ASU No. 2011-04 amends current guidance to result in common fair value measurement and disclosures between US GAAP and International Financial Reporting Standards, or IFRS. The amendments result in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between US GAAP and IFRS.

The amendments also require additional disclosure of quantitative information about the significant unobservable inputs used for all Level 3 measurements. The amendments in ASU No. 2011-04 are effective for annual periods beginning after December 15, 2011. The adoption of ASU No. 2011-04 did not have a material impact on our consolidated statements of financial condition, results of operations or cash flows.

In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which we refer to as “ASU No. 2011-11”.  The ASU requires disclosures that affect all entities with financial instruments and derivatives that are either offset on the balance sheet in accordance with ASC 210-20-45 or ASC 815-10-45, or subject to a master netting arrangement, irrespective of whether they are offset on the balance sheet.  ASU No. 2011-11 is effective for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods.  Entities should provide the disclosures required by ASU No. 2011-11 retrospectively for all comparative periods presented.  The adoption of ASU No. 2011-11 did not impact our consolidated statements of financial condition, results of operations or cash flows.

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires, unless certain conditions exists, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. ASU 2013-11 is effective prospectively for reporting periods beginning after December 15, 2013, with early adoption permitted. Retrospective application is permitted. We do not anticipate the adoption of this amendment will have a material impact on our financial statements.

Item 3.       Quantitative and Qualitative Disclosures About Market Risk

Market Risk

Market risk is the potential for loss or diminished financial performance arising from adverse changes in market forces, including interest rates and market prices. Market risk sensitivity is the degree to which a financial instrument, or a company that owns financial instruments, is exposed to market forces. Fluctuations in interest rates, changes in economic conditions, shifts in customer behavior and other factors can affect our financial performance. Changes in economic conditions and shifts in customer behavior are difficult to predict, and our financial performance cannot be completely insulated from these forces.

Interest Rate Risk

We are exposed to interest rate risk on all assets and liabilities held at fair value with all gains and losses recorded in our statement of operations. As of September 30, 2013, the sensitivities of our exposed assets and liabilities to a hypothetical change in interest rates of 1% are as follows:

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		Impact as of			Impact as of
		September 30, 2013			September 30, 2013
	Balance as of	of a 1% increase in			of a 1% decrease in
	September 30, 2013	interest rates			interest rates
Securitized receivables, at fair market value	3,571,028	(211,747		)	235,938
Company retained interests in finance receivables at fair market value	239,769	(37,419		)	48,078
Unsecuritized finance receivables, at fair market value	78,096	(7,107		)	8,455
VIE and other finance receivables, at fair market value	3,888,893	(256,272		)	292,471
VIE long-term debt issued by securitization and permanent financing trusts, at fair market value	3,437,861	178,538			(200,153		)
VIE derivative liabilities, at fair market value	81,125	28,920			(30,838		)
Net impact	NA	$	(48,813	)	$	61,480

These sensitivities are hypothetical and should be used with caution. The impact of rate changes on securitized receivables is largely offset by the corresponding impact on securitization debt leaving the majority of the net change attributed to our retained interests.

In addition to the impact to our balance sheet noted above from changes in interest rates, the level of interest rates and our resulting financing costs are a key determinant in the amount of income that we generate from our inventory of structured settlement, annuity and lottery payment streams. If interest rates change between the time that we price a transaction with a customer and when it is ultimately securitized, our profitability on the transaction is impacted. For example, if the cost of our financing were to have increased by 1% for all of the payment streams we purchased in the third quarter of 2013, and we were unable to mitigate the impact of this increase by hedging with interest rate swaps or other means, our income for that quarter would have been reduced by approximately $12 million. If instead this increase of 1% in financing costs were to have only affected our September payment stream purchases our income for the third quarter of 2013 would have been reduced by approximately $4.0 million.

Derivative and Other Hedging Instruments

We have interest-rate swaps to manage its exposure to changes in interest rates related to borrowings on its revolving credit facilities.  As of September 30, 2013, we held an interest rate swap related to its JGW V revolving credit facility with a total notational value of $11,886. We pay a fixed rate of 2.74% and receive a floating rate equal to 1-month LIBOR rate.  As of September 30, 2013, the term of this interest rate swap is approximately 15 years. Hedge accounting has not been applied to any of our interest rate swaps.

In March 2012 and 2013 and in connection with securitizations, we terminated $64,300 and $55,351, respectively, in interest rate swap notional value associated with its revolving credit facilities and other similar borrowings. In July 2012 and 2013, and in connection with securitizations, we terminated $32,036 and $45,690, respectively, in interest rate swap notional value associated with its revolving credit facilities and other similar borrowings. The total gain (loss) on the terminations of the interest rate swaps for the three months ended September 30, 2012 and 2013 is ($831) and $525, respectively. The total gain (loss) on the terminations of the interest rate swaps for the nine months ended September 30, 2012 and 2013 is ($457) and $351, respectively. The unrealized (loss) for these swaps for the three months ended September 30, 2012 and 2013 was ($291) and $(696), respectively.  The unrealized (loss) for these swaps for the nine months ended September 30, 2012 and 2013 was ($641) and $(181), respectively.

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We also have interest-rate swaps to manage its exposure to changes in interest rates related to its borrowings on certain long-term debt issued by securitization and permanent financing trusts.  As of December 31, 2012 and September 30, 2013, we had 8 outstanding swaps with total notional amounts of approximately $338,143 and $300,373, respectively.  We pay fixed rates ranging from 4.50% to 5.77% and receive floating rates equal to 1-month LIBOR rate plus applicable margin.

These interest rate swaps were designed to closely match the borrowings under the respective floating rate asset backed loans in amortization.  As of September 30, 2013, the term of these interest rate swaps range from approximately 9 to approximately 22 years.  For the three-months ended September 30, 2012 and 2013, the amount of unrealized gain recognized was $1,316, and $2,640, respectively. For the nine-months ended September 30, 2012 and 2013, the amount of unrealized gain recognized was $2,532 and $19,115, respectively.

Additionally, we have interest-rate swaps to manage its exposure to changes in interest rates related to its borrowings under PSS and PLMT (See Notes 8 and 9 to the condensed consolidated financial statements).  As of December 31, 2012 and September 30, 2013, we had 165 outstanding swaps with total notional amounts of approximately $266,881 and $254,397, respectively.  We pay fixed rates ranging from 4.30% to 8.70% and receive floating rates equal to rate 1-month LIBOR rate plus applicable margin.

The PSS and PLMT interest rate swaps were designed to closely match the borrowings under the respective floating rate asset backed loans in amortization.  As of September 30, 2013, the term of the interest rate swaps for PSS and PLMT range from less than 1 month to approximately 21 years, respectively.  For the three-months ended September 30, 2012 and 2013, the amount of unrealized gain (loss) recognized was ($441) and $2,289, respectively. For the nine-months ended September 30, 2012 and 2013, the amount of unrealized gain (loss) recognized was ($2,021) and $21,501, respectively.

The notional amounts and fair values of our interest rate swaps as of December 31, 2012 and September 30, 2013 are as follows:

		Notional		Fair Market Value			Notional		Fair Market Value
Entity	Securitization	at December 31, 2012		December 31, 2012			at September 30, 2013		September 30, 2013
							(unaudited)		(unaudited)
321 Henderson I	2004-A A-1	$	50,858	$	(6,492	)	$	42,905	$	(4,313	)
321 Henderson I	2005-1 A-1	86,766		(14,362		)	76,839		(9,785		)
321 Henderson II	2006-1 A-1	26,307		(3,581		)	22,107		(2,442		)
321 Henderson II	2006-2 A-1	27,560		(5,181		)	24,552		(3,625		)
321 Henderson II	2006-3 A-1	30,493		(5,001		)	27,058		(3,471		)
321 Henderson II	2006-4 A-1	27,402		(4,271		)	24,701		(3,009		)
321 Henderson II	2007-1 A-1	42,670		(9,031		)	39,613		(6,093		)
321 Henderson II	2007-2 A-1	46,087		(13,072		)	42,598		(9,174		)
JGW V, LLC	—	—		—			11,886		(181		)
PSS	—	205,180		(46,407		)	196,094		(29,195		)
PLMT	—	61,701		(14,100		)	58,303		(9,837		)
Total		$	605,024	$	(121,498	)	$	566,656	$	(81,125	)

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Item 4.Controls and Procedures

Evaluations of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer each concluded that, as of the end of such period, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported on a timely basis, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

Other than described below, there have been no material developments to any of our current legal proceedings described in our Post-Effective Amendment No. 1 to Form S-1 Registration Statement filed on November 8, 2013.

On November 27, 2013 the Illinois Supreme Court denied our petition to appeal the decision by the Appellate Court of Illinois, 4th District (acting through a panel of judges from the 5th District) that held that two orders approving transfers of an individual Illinois resident’s structured settlement payment rights entered by the Circuit Court of Sangamon County were void ab initio due to a finding by the Appellate Court that Peachtree Settlement Funding’s counsel had not adequately disclosed to that court the anti-assignment provisions in the settlement documents that gave rise to those payment rights.  We intend to file a motion with the Illinois Supreme Court asking the court to reconsider that denial.  In addition, we are considering other avenues of relief from the Appellate Court’s decision.

In view of the inherent difficulty of predicting the outcome of litigation and claims, we often cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss related to each pending matter may be. Furthermore, the above-referenced matters represented in the estimated aggregate range of possible loss will change from time to time and actual results may vary significantly from the current estimate. An adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period.

Our policy is to defend vigorously all claims and actions brought against us. Although we intend to continue to defend ourselves aggressively against all claims asserted against us, current pending proceedings and any future claims are subject to the uncertainties attendant to litigation and the ultimate outcome of any such proceedings or claims cannot be predicted. Due to the nature of our business, at any time we may be a plaintiff in a proceeding pursuing judgment against parties from whom we have purchased a payment stream.

A more detailed description of the proceeding described above is contained in our Post-Effective Amendment No. 1 to Form S-1 Registration Statement filed on November 8, 2013 and is incorporated by reference herein.

Item 1A.Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the “Special Note Regarding Forward-Looking Statements” section of this Quarterly Report on Form 10-Q and in the section entitled “Risk Factors” in our Post-Effective Amendment No. 1 to Form S-1  Registration Statement filed on November 8, 2013, which could materially affect our business, financial condition, or future results and which are incorporated by reference herein. There have been no material developments to the risk factors as disclosed in our Post-Effective Amendment No. 1 to Form S-1 Registration Statement filed on November 8, 2013.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

On November 14, 2013, we consummated an initial public offering whereby 11,212,500 shares of our Class A common stock were sold to the public (inclusive of 1,462,500  Class A Shares sold pursuant to the full exercise of an overallotment option granted to the underwriters which was consummated on December 11, 2013). The offer and sale of all of the shares in the offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-191585), which was declared effective by the Securities and Exchange Commission (“SEC”) on November 8, 2013. Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Jefferies LLC, and Keefe, Bruyette & Woods, Inc. acted as joint book-running managers for the initial public offering and JMP Securities LLC and Stephens Inc. acted as co-managers. Moelis & Company LLC acted as our financial advisor. The initial public offering commenced on November 8, 2013 and

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terminated after the sale of all of the shares offered.  The aggregate net proceeds received from the offering were $141.4 million, after deducting underwriting discounts and commissions. None of the underwriting discounts and commissions or other offering expenses were incurred by or paid to our directors or officers or their associates or persons owning 10 percent or more of our common stock or to any of our affiliates.  We used the aggregate net proceeds to purchase 11,212,500 Common Interests of the newly formed JGWPT Holdings, LLC, representing 37.9% of the then outstanding Common Interests of JGWPT Holdings, LLC.  JGWPT Holdings, LLC used a portion of the net proceeds of the initial public offering to repay a portion of our senior secured term loan, with the remainder to be used for general corporate purposes.

There has been no material change in our use of the net proceeds from the offering as described in the prospectus relating to the initial public offering, as filed with the SEC on November 13, 2013.

Item 3.Defaults Upon Senior Securities

None

Item 4.Mine Safety Disclosures

None

Item 5.Other Information

None

Item 6.Exhibits

Exhibit 1.1	Underwriting Agreement, dated as of November 8, 2013, by and among JGWPT Holdings Inc., J.G. Wentworth, LLC, JGWPT Holdings, LLC and Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as representatives of the underwriters named therein.
Exhibit 3.1	Amended and Restated Certificate of Incorporation of JGWPT Holdings Inc.
Exhibit 3.2	Amended and Restated Bylaws of JGWPT Holdings Inc.
Exhibit 4.1	Warrant Certificate No. 1, issued to PGHI Corp. on November 14, 2013.
Exhibit 4.2	Warrant Certificate No. 2, issued to PGHI Corp. on November 14, 2013.
Exhibit 4.3	Registration Rights Agreement, dated as of November 14, 2013, by and among JGWPT Holdings Inc., JLL JGW Distribution, LLC and JGW Holdco, LLC and the other stockholders signatory thereto.
Exhibit 4.4	Voting Agreement, dated as of November 14, 2013, by and among JLL JGW Distribution, LLC, JGW Holdco, LLC, PGHI Corp., and the other stockholders named therein.
Exhibit 4.5	Director Designation Agreement, dated as of November 14, 2013, by and among JGWPT Holdings Inc., JLL JGW Distribution, LLC, JGW Holdco, LLC and PGHI Corp.
Exhibit 9.1	Voting Trust Agreement, dated as of November 14, 2013, by and among JGWPT Holdings Inc., the trustees named therein, and the stockholders named therein.
Exhibit 10.1	Amended and Restated Limited Liability Company Agreement, dated as of November 13, 2013, of JGWPT Holdings, LLC.
Exhibit 10.2	Tax Receivable Agreement, dated as of November 14, 2013, by and among JGWPT Holdings Inc., JLL JGW Distribution LLC, JGW Holdco, LLC, Candlewood Special Situations Fund L.P., R3 Capital Partners Master, L.P., The Royal Bank of Scotland PLC, DLJ Merchant Banking Funding, Inc., PGHI Corp., David Miller, Randi Sellari, and Stefano Sola and, to the extent described therein, JLL Fund V AIF II, L.P. and the shareholders of PGHI Corp.
Exhibit 31.1	Chief Executive Officer—Certification pursuant to Rules 13a-14(a) (17 CFR 240.13a-14a(a)) and 15d-14(a) (17 CFR 240.15d-14(a)).
Exhibit 31.2	Chief Financial Officer—Certification pursuant to Rules 13a-14(a) (17 CFR 240.13a-14a(a)) and 15d-14(a) (17 CFR 240.15d-14(a)).
Exhibit 32.1	Chief Executive Officer—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C Section 1350.
Exhibit 32.2	Chief Financial Officer—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C Section 1350.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	JGWPT Holdings Inc.
December 23, 2013	By:	/s/ David Miller
		David Miller
		Chief Executive Officer and Director
December 23, 2013	By:	/s/ John Schwab
		John Schwab
		Chief Financial Officer

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EX-1.1

Exhibit 1.1

Execution Copy

9,750,000

JGWPT Holdings Inc.

Class A Common Stock

UNDERWRITING AGREEMENT

November 8, 2013

BARCLAYS CAPITAL INC.

CREDIT SUISSE SECURITIES (USA) LLC

As Representatives of the several

Underwriters named in Schedule I attached hereto,

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York  10010

Ladies and Gentlemen:

JGWPT Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell 9,750,000 shares (the “Firm Stock”) of the Issuer’s Class A common stock, par value $0.00001 per share (the “Common Stock”).  In addition, the Issuer proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 1,462,500 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”).  The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.”  This Agreement is to confirm the agreement concerning the purchase of the Stock from the Issuer by the Underwriters.

Concurrent with the offering contemplated by this Agreement, the Issuer will engage in the transactions described in the most recent Preliminary Prospectus (as defined below) under the caption “The Transactions” (all such transactions, collectively, the “Restructuring”), including the purchase of common interests (the “Common Interests”) in the newly formed Delaware limited liability company to be renamed JGPWT Holdings immediately after the merger described below with the net proceeds of the sale of Stock hereunder.  The Issuer will purchase 9,750,000 newly issued Common Interests at a price per Common Interest equal to the price per share of the Stock sold to the Underwriters hereunder.

The Issuer, together with (i) the current company named JGWPT Holdings, LLC, a Delaware limited liability company (“JGWPT Holdings”) which will merge with and into a newly formed Delaware limited liability company immediately prior to the consummation of the sale of the Stock hereunder, which newly formed Delaware limited liability company will survive such merger and be renamed JGWPT Holdings, LLC, with all agreements and

obligations of the current company named JGWPT Holdings, LLC surviving, including with respect to this Agreement, in connection with the Restructuring,  (“New JGWPT Holdings”) and (ii) J.G. Wentworth, LLC, a Delaware limited liability company (“J.G. Wentworth”), are herein referred to as the “JGW Parties”.

1.     Representations, Warranties and Agreements of the Issuer and J.G. Wentworth.  Each of the Issuer and J.G. Wentworth, jointly and severally, represents, warrants and agrees that:

(a)           A registration statement on Form S-1 (File No. 333-191585) relating to the Stock (i) has been prepared by the Issuer in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”); (ii) has been filed with the Commission under the Securities Act and (iii) has been declared effective by the Commission under the Securities Act.  Copies of such registration statement and any amendment thereto have been delivered by the Issuer to you as the representatives (the “Representatives”) of the Underwriters.  The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or  threatened by the Commission.  As used in this Agreement:

(i)            “Applicable Time” means 10:45 a.m. (New York City time) on November 8, 2013;

(ii)           “Effective Date” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, was declared effective by the Commission;

(iii)          “Issuer Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act);

(iv)          “Preliminary Prospectus” means any preliminary prospectus relating to the Stock included in such registration statement or filed with the Commission pursuant to Rule 424(b) under the Securities Act;

(v)           “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with the information included in Schedule III hereto and each Issuer Free Writing Prospectus filed or used by the Issuer on or before the Applicable Time, other than a road show that is an Issuer Free Writing Prospectus but is not required to be filed under Rule 433 under the Securities Act

(vi)          “Prospectus” means the final prospectus relating to the Stock, as filed with the Commission pursuant to Rule 424(b) under the Securities Act; and

(vii)         “Registration Statement” means such registration statement, as amended as of the Effective Date, including any Preliminary Prospectus or the

2

Prospectus, all exhibits to such registration statement and including the information deemed by virtue of Rule 430A under the Securities Act to be part of such registration statement as of the Effective Date.

(viii)        “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

(ix)          “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

(b)           From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Issuer engaged directly or through any Person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Issuer has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

(c)           The Issuer (i) has not engaged in any Testing-the-Waters Communication and (ii) has not authorized anyone to engage in Testing-the-Waters Communications.  The Issuer has not distributed or approved for distribution any Written Testing-the-Waters Communications.

(d)           The Issuer was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Stock, is not on the date hereof and will not be on the applicable Delivery Date, an “ineligible issuer” (as defined in Rule 405 under the Securities Act).

(e)           The Registration Statement conformed and will conform in all material respects on the Effective Date and on the applicable Delivery Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the rules and regulations thereunder.  The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Securities Act and on the applicable Delivery Date to the requirements of the Securities Act and the rules and regulations thereunder.

(f)            The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Issuer through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

3

(g)           The Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Issuer through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(h)           The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(i)            Each Issuer Free Writing Prospectus listed in Schedule III hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from such Issuer Free Writing Prospectus listed in Schedule IV hereto in reliance upon and in conformity with written information furnished to the Issuer through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(j)            Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations thereunder on the date of first use, and the Issuer has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act and rules and regulations thereunder.  The Issuer has not made any offer relating to the Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, except as set forth on Schedule III hereto.  The Issuer has retained in accordance with the Securities Act and the rules and regulations thereunder all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act and the rules and regulations thereunder.  The Issuer has taken all actions necessary so that any “road show” (as defined in Rule 433 under the Securities Act) in connection with the offering of the Stock will not be required to be filed pursuant to the Securities Act and the rules and regulations thereunder.

(k)           Each of the JGW Parties has been duly organized, is validly existing and in good standing as a company with limited liability, corporation or other business entity, as applicable, under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign corporation or other business entity in each

4

jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification.  Immediately following the consummation of the Restructuring, Issuer will not own or control, directly or indirectly, any corporation, association or other entity other than the entities listed on Schedule V hereto (collectively, the “Closing Subsidiaries”).  Each of the Closing Subsidiaries has been duly organized, is validly existing and in good standing as a company with limited liability, corporation or other business entity, as applicable, under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a material adverse effect on (i) the condition (financial or otherwise), results of operations, stockholders’ equity, properties, business or prospects of the Issuer, J.G. Wentworth and the Closing Subsidiaries, individually or taken as a whole as of the date hereof or, (ii) the condition (financial or otherwise), results of operations, stockholders’ equity, properties, the business or prospects of the Issuer, the other JGW Parties and the Closing Subsidiaries, individually or taken as a whole after giving effect to the Restructuring  (a “Material Adverse Effect”).  After giving effect to the Restructuring, each of the JGW Parties and the Closing Subsidiaries will have, all corporate, limited liability or limited partnership, as the case may be, power and authority necessary to own or hold its properties and, in the case of J.G. Wentworth and the Closing Subsidiaries, to conduct the businesses in which it is engaged or, in the case of the Issuer and New JGWPT Holdings, to conduct the business in which it will be engaged upon consummation of the Restructuring.  The subsidiaries listed in Exhibit 21 to the Registration Statement are the only “significant subsidiaries” as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act.

(l)            The Issuer has an authorized capitalization as set forth in each of the most recent Preliminary Prospectus and the Prospectus, and all of the outstanding equity interests of the Issuer have, or after giving effect to the Restructuring will have, been duly authorized and validly issued, are fully paid and non-assessable, conform to the description thereof contained in the most recent Preliminary Prospectus and were issued in compliance with federal and state securities laws, not in violation of and are not subject to any preemptive right, resale right, right of first refusal or similar right.  All of the Issuer’s options, warrants and other rights to purchase or exchange any securities for shares of the Issuer’s capital stock have been duly authorized and validly issued, conform to the description thereof contained in the most recent Preliminary Prospectus and were issued in compliance with federal and state securities laws.  All of the issued membership or other equity interests of New JGWPT Holdings, J.G. Wentworth and each Closing Subsidiary have been duly authorized and validly issued.  Immediately after giving effect to the Restructuring, the Issuer will be the sole managing member of New JGWPT Holdings and will own 34.7% of the Common Interests then outstanding, and all membership or other equity interests of J.G. Wentworth and each Closing Subsidiary, will be owned directly or indirectly by New JGWPT Holdings and, except as set forth in Registration Statement, the most recent Preliminary Prospectus and the Prospectus, will be owned free and clear of all liens, encumbrances, equities or claims, except for such

5

liens, encumbrances, equities or claims as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(m)          The shares of the Stock to be issued and sold by the Issuer to the Underwriters hereunder have been duly authorized and, upon payment and delivery in accordance with this Agreement, will be validly issued, fully paid and non-assessable, will conform to the description thereof contained in the most recent Preliminary Prospectus will be issued in compliance with federal and state securities laws and will be free of statutory and contractual preemptive rights, rights of first refusal and similar rights.

(n)           The Issuer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the operating agreement of New JGWPT Holdings (the “Operating Agreement”).  This Agreement has been duly and validly authorized, executed and delivered by the Issuer.  The Operating Agreement has been duly and validly authorized by the Issuer and immediately prior to the consummation of the sale of the Stock hereunder, will be duly executed and delivered by the Issuer.

(o)           The  execution, delivery and performance of this Agreement by the Issuer, the consummation by the Issuer of the transactions contemplated hereby, including the issue and sale of the Stock and the application of the proceeds therefrom to purchase Common Interests and as otherwise described under “Use of Proceeds” in the most recent Preliminary Prospectus and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Issuer, the other JGW Parties and  the Closing Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which any of such entities is a party or by which any of such entities is bound or to which any of the property or assets of any of such entities is subject; (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of any of such entities; or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over any of such entities or any of their properties or assets.

(p)           No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Issuer or any of its subsidiaries or any of their properties or assets is required for the issue and sale of the Stock, the execution, delivery and performance of this Agreement by the Issuer, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Stock, as described under “Use of Proceeds” in the most recent Preliminary Prospectus and the Prospectus, and the Restructuring, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state securities or Blue Sky laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the purchase and sale of the Stock by the Underwriters.

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(q)           The historical financial statements of the Issuer, J.G. Wentworth and Orchard Acquisition Company, LLC, a Delaware limited liability company (“Orchard Acquisition Company”) (including the related notes and supporting schedules) included in the most recent Preliminary Prospectus comply as to form with the requirements of Regulation S-X under the Securities Act and present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved.

(r)            The unaudited pro forma financial statements included in the most recent Preliminary Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the unaudited pro forma financial statements included in the most recent Preliminary Prospectus.  The unaudited pro forma financial statements included in the most recent Preliminary Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the Act.

(s)            Ernst & Young LLP, who have certified certain financial statements of the Issuer, and of J.G. Wentworth and its consolidated subsidiaries, in each case included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, whose report appears in the most recent Preliminary Prospectus and who have delivered the initial letter referred to in Section 7(g) hereof, is an independent public accounting firm as required by the Securities Act and the rules and regulations thereunder; and McGladrey LLP, who have certified the audited financial statements of Orchard Acquisition Company and its consolidated subsidiaries, whose report appears in the most recent Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus and who have delivered the initial letter referred to in Section 7(i) hereof, were independent registered public accountants during the periods covered by the financial statements on which they reported contained  in the most recent Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus.

(t)            Each of the Issuer, J.G. Wentworth and their respective consolidated subsidiaries, if any, maintains internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with the general or specific authorization of management of the Issuer or J.G. Wentworth, as applicable, (ii) transactions are recorded as necessary to permit preparation of the  financial statements  of the Issuer or J.G. Wentworth, as applicable, in conformity with accounting principles generally accepted in the United States and to maintain accountability for the applicable entity’s assets, (iii) access to the  assets of the Issuer or J.G. Wentworth, as applicable, is permitted only in accordance with

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applicable management’s general or specific authorization, and (iv) the recorded accountability for the assets  of the Issuer or J.G. Wentworth, as applicable, is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  As of the date of the most recent balance sheet of each of the Issuer and J.G. Wentworth and its consolidated subsidiaries reviewed or audited by Ernst & Young LLP, there were no material weaknesses in the internal controls of the Issuer, J.G. Wentworth, or their respective subsidiaries, as applicable.

(u)           (i) The Issuer and each of its subsidiaries listed in the financial statements included as part of the Registration Statement (the “Material Subsidiaries”) maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Issuer and its Material Subsidiaries in the reports they will file or submit under the Exchange Act is accumulated and communicated to management of the Issuer and its Material Subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

(v)           Since the date of the most recent balance sheet of each of the Issuer and J.G. Wentworth and its consolidated subsidiaries reviewed or audited by Ernst and Young LLP, (i) neither the Issuer nor J.G. Wentworth, as applicable, has been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Issuer or J.G. Wentworth and its consolidated subsidiaries, as applicable, to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Issuer, J.G. Wentworth or its Material Subsidiaries; and (ii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

(w)          There is and has been no failure on the part of the Issuer or any of its subsidiaries or any of their respective directors or officers, in their capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

(x)           Since the date of the latest audited financial statements of each of the Issuer and  J.G. Wentworth included in the most recent Preliminary Prospectus, neither the Issuer nor J.G. Wentworth or any of its consolidated subsidiaries has (i) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, (ii) issued or granted securities (other than in connection with the sale of Stock hereunder or as contemplated in the Restructuring or pursuant to grants of interests under the 2013 Management Incentive Plan as described in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus), (iii) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations

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that were incurred in the ordinary course of business, (iv) entered into any material transaction not in the ordinary course of business, or (v) declared or paid any dividend on its capital stock (other than as disclosed in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus), and since such date, there has not been any change in the capital stock, partnership or limited liability interests, as applicable, or long-term debt of either the Issuer or J.G. Wentworth or any of its subsidiaries or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, shareholders’ equity, properties, management, business or prospects of the Issuer or J.G. Wentworth and its consolidated subsidiaries taken as a whole, in each case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(y)           The Issuer and each of its subsidiaries has, and will have, after giving effect to the Restructuring, good and marketable title in fee simple to all items of real property and personal property owned by them, in each case free and clear of all liens, encumbrances and defects, except such liens, encumbrances and defects as (i) are described in the most recent Preliminary Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Issuer and its subsidiaries and (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Prior to and after giving effect to the Restructuring, all assets held under lease by the Issuer and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made and proposed to be made of such assets by the Issuer and its subsidiaries.

(z)           The Issuer and each of its subsidiaries have, and will have, after giving effect to the Restructuring, such permits, licenses, patents, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their properties and conduct their businesses in the manner described in the most recent Preliminary Prospectus, except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The Issuer and each of its subsidiaries have fulfilled and performed all of its obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect.  Neither the Issuer nor any of its subsidiaries has received notice of any revocation or modification of any such Permits or has any reason to believe that any such Permits will not be renewed in the ordinary course.

(aa)         The Issuer and each of its subsidiaries own or possess, and will own or possess, after giving effect to the Restructuring, adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, know-how, software, systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect, and have no reason to believe that the

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conduct of their respective businesses will conflict with, and have not, received any notice of any claim of infringement or conflict with any such rights of others.

(bb)         There are no legal or governmental proceedings pending to which the Issuer or J.G. Wentworth or any of its subsidiaries is a party or of which any property or assets of the Issuer or J.G. Wentworth or any of its subsidiaries is the subject that would, individually or in the aggregate, reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the Issuer’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; and to the knowledge of the Issuer or J.G. Wentworth, as applicable, no such proceedings are threatened or contemplated by governmental authorities or others.

(cc)         There are no contracts or other documents required to be described in the Registration Statement or the most recent Preliminary Prospectus or filed as exhibits to the Registration Statement, that are not described and filed as required.  The statements made in the most recent Preliminary Prospectus, insofar as they purport to constitute summaries of the terms of the contracts and other documents described and filed, constitute accurate summaries of the terms of such contracts and documents in all material respects.  Neither the Issuer nor any of its subsidiaries has knowledge that any other party to any such contract or other document has any intention to render full performance as contemplated by the terms thereof.

(dd)         The statements made in the most recent Preliminary Prospectus under the caption “Business—Regulation” and “Certain Relationships and Related Party Transactions,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects.

(ee)         The Issuer and each of its subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries.  All policies of insurance of the Issuer and each of  its subsidiaries are in full force and effect; the Issuer and its subsidiaries are in compliance with the terms of such policies in all material respects; and neither the Issuer nor any of its subsidiaries has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and neither the Issuer nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(ff)          No relationship, direct or indirect, exists between or among any of the JGW Parties, on the one hand, and the directors, officers, shareholders or common

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interest holders (as applicable), customers or suppliers of any of the JGW Parties, on the other hand, that is required to be described in the most recent Preliminary Prospectus which is not so described.

(gg)         Except as described in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, no labor disturbance by or dispute with the employees of the Issuer or J.G. Wentworth or any of its subsidiaries exists or, to the knowledge of the Issuer or J.G. Wentworth, as applicable, is imminent that would reasonably be expected to have a Material Adverse Effect.

(hh)         Neither the Issuer nor any of its subsidiaries (i) is in violation of its charter or by-laws (or similar organizational documents), (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (iii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii)           Each of the Issuer and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due, and no tax deficiency has been determined adversely to the Issuer or any of its subsidiaries, nor does the Issuer have any knowledge of any tax deficiencies that have been, or could reasonably be expected to be asserted against the Issuer, that would, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(jj)           (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Issuer or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan exceeds the present value of all benefits

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accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Issuer nor any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan,” within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and, nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(kk)         The statistical and market-related data included in the most recent Preliminary Prospectus and the consolidated financial statements of the Issuer and its subsidiaries included in the most recent Preliminary Prospectus are based on or derived from sources that the Issuer believes to be reliable in all material respects.

(ll)           Neither the Issuer nor any of its subsidiaries is, and as of the applicable Delivery Date and, after giving effect to the offer and sale of the Stock, the application of the proceeds therefrom, as described under “Use of Proceeds” in the most recent Preliminary Prospectus and the Prospectus, and the Restructuring, will be an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations of the Commission thereunder, or (ii) a “business development company” (as defined in Section 2(a)(48) of the Investment Company Act).

(mm)      The statements set forth in each of the most recent Preliminary Prospectus and the Prospectus under the captions “Description of Capital Stock,” “U.S. Federal Tax Consequences for Non-United States Holders of Class A Shares” and “Underwriting,” insofar as they purport to summarize the provisions of the laws and documents referred to therein, are accurate summaries in all material respects.

(nn)         Except as described in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Issuer and any person granting such person the right to require the Issuer or any of its subsidiaries to file a registration statement under the Securities Act with respect to any securities of the Issuer owned or to be owned by such person or to require the Issuer to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Issuer under the Securities Act.

(oo)         Except for that certain agreement between the Issuer and Moelis & Company, LLC, dated as of October 25, 2013, neither the Issuer nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Stock.

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(pp)         The Issuer has not sold or issued any securities that would be integrated with the offering of the Stock contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.

(qq)         The Issuer and its affiliates have not taken, directly or indirectly, any action designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer in connection with the offering of the shares of the Stock.

(rr)           The Stock has been approved for listing, subject to official notice of issuance and evidence of satisfactory distribution on, The New York Stock Exchange.

(ss)          The Issuer has not distributed and, prior to the later to occur of any Delivery Date and completion of the distribution of the Stock, will not distribute any offering material in connection with the offering and sale of the Stock other than any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with Section 1(j) or 6(a)(vi) and any Issuer Free Writing Prospectus set forth on Schedule III hereto.

(tt)           Neither the Issuer nor any subsidiary is in violation of or has received notice of any violation with respect to any federal or state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wage and hour laws, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated, the violation of any of which would reasonably be expected to have a Material Adverse Effect.

(uu)         Neither the Issuer nor any of its subsidiaries, nor, to the knowledge of the Issuer, any director, officer, agent, employee or other person associated with or acting on behalf of the Issuer or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(vv)         The operations of the Issuer and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Issuer, threatened.

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(ww)       Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Issuer will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Any certificate signed by any director or officer of any of the Issuer and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Stock shall be deemed a representation and warranty by the Issuer, as to matters covered thereby, to each Underwriter.

2.     Purchase of the Stock by the Underwriters.  On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Issuer agrees to sell 9,750,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto.  The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine.

In addition, the Issuer grants to the Underwriters an option to purchase up to 1,462,500 additional shares of Option Stock.  Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and as set forth in Section 4 hereof.  Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock.

The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $13.125 per share.

The Issuer is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

The Underwriters, through the Representatives, agree to reimburse the Company on a pro rata basis in proportion to the total number of shares set forth opposite each Underwriter’s name in Schedule I hereto at the times indicated below by wire transfer of immediately available funds to an account or accounts designated by the Company, as follows:

(i)  on the Initial Delivery Date, an amount equal to $577,500, upon the purchase by the Underwriters of the Firm Stock on the Initial Delivery Date; and

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(ii)  on each Option Delivery Date, an amount equal to $0.07 per share of Option Stock purchased by the Underwriters on such Delivery Date.

3.     Offering of Stock by the Underwriters.  Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus.

4.     Delivery of and Payment for the Stock.  Delivery of and payment for the Firm Stock shall be made at 10:00 A.M., New York City time, at the offices of Latham and Watkins LLP, 885 Third Avenue, New York, New York 10022, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Issuer.  This date and time are sometimes referred to as the “Initial Delivery Date.”  Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives to or upon the order of the Issuer of the respective aggregate purchase prices of the Firm Stock being sold by the Issuer of the purchase price by wire transfer in immediately available funds to the accounts specified by the Issuer. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder.  Unless the Representatives shall otherwise instruct, the Issuer shall deliver the Firm Stock through the facilities of The Depositary Trust Company (“DTC”).

The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Issuer by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 3 will expire on the next succeeding business day.  Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised.  Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date,” and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date.”

Delivery of the Option Stock by the Issuer and payment for the Option Stock by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, at the offices of Latham and Watkins LLP, 885 Third Avenue, New York, New York 10022, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Issuer.  On the Option Stock Delivery Date, the Issuer shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Option Stock being sold by the Issuer to or upon the order of the Issuer of the purchase price by wire transfer in immediately available funds to the accounts specified by the Issuer. Time shall be of the essence, and delivery at the time and place specified pursuant to this

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Agreement is a further condition of the obligation of each Underwriter hereunder.  Unless the Representatives shall otherwise instruct, the Issuer shall deliver the Option Stock through the facilities of DTC.

5.     Further Agreements of the Issuer and the Underwriters.  (a) The Issuer agrees:

(i)            To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Delivery Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal.

(ii)           To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.

(iii)          To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request:  (A) conformed copies of the Registration Statement as originally filed with the Commission, in each case including all exhibits and consents filed therewith, (B) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits), (C) the Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, and (D) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as

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many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance.

(iv)          To file promptly with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Issuer or the Representatives, be required by the Securities Act or requested by the Commission.

(v)           Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing.

(vi)          Not to make any offer relating to the Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives.

(vii)         To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus.  If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon its request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance.

(viii)        As soon as practicable after the Effective Date (it being understood that the Issuer shall have until at least 410 days or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Issuer’s fiscal year, 455 days after the end of the Issuer’s current fiscal quarter), to make generally available to the Issuer’s security holders and to deliver to the Representatives an earnings statement of the Issuer and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Issuer, Rule 158).

(ix)          Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Stock; provided that in connection therewith the Issuer shall not be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to

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so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject.

(x)           For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by the Issuer at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (other than (i) the Stock, (ii) securities granted or issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof (collectively, the “Plans”), (iii) shares of Common Stock (or, if applicable, Class C common stock of the Issuer) issued in exchange for Common Interests surrendered by any holder of less than one percent (1%) of the Common Interests to be outstanding immediately after the purchase by the Issuer of an aggregate of 9,750,000 Common Interests with the net proceeds of the sale of the Stock hereunder or (iv) the issuance of shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or business entity in an amount not exceed 10% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement, assuming the exchange of all Common Interests of New JGWPT Holdings and all warrants and the recipient of the shares of Common Stock agrees in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A-1), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, other than the grant of options pursuant to any Plan and in compliance with the requirements of the Exchange (as defined below), (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Issuer (other than (i) the filing of a Form S-8 with respect to any Plan, or (ii) the filing of the “exchange registration statement” referred to in “The Transactions- Registration Rights Agreement” in the most recent Preliminary Prospectus), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. and Credit Suisse Securities (USA) LLC on behalf of the Underwriters, and to cause each officer and director of the Issuer and each holder of one percent (1%) or more of the Common Interests (whether or not paired with shares of Class B common stock of the Issuer) to be outstanding immediately after the purchase of an aggregate of 9,750,000 Common Interests by the Issuer with the net proceeds of the sale of the Stock hereunder) set forth on Schedule II hereto to furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A-1 or A-2 hereto, as applicable (the “Lock-Up Agreements”).

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(xi)          If Barclays Capital Inc. and Credit Suisse Securities (USA) LLC agree to release or waive the restrictions set forth in a Lock-Up Agreement for an officer or director of the Issuer and provide the Issuer with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Issuer agrees to announce the impending release or waiver by issuing a press release substantially in the form of Exhibit B hereto, and containing such other information as Barclays Capital Inc. and Credit Suisse Securities (USA) LLC may require with respect to the circumstances of the release or waiver and/or the identity of the officer(s) and/or director(s) with respect to which the release or waiver applies, through a major news service at least two business days before the effective date of the release or waiver.

(xii)         To apply the net proceeds from the sale of the Stock being sold by the Issuer substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds.”

(xiii)        To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Securities Act.

(xiv)        If the Issuer elects to rely upon Rule 462(b) under the Securities Act, the Issuer shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) under the Securities Act by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Issuer shall at the time of filing pay the Commission the filing fee for the Rule 462(b) Registration Statement.

(xv)         The Issuer will promptly notify the Representatives if the Issuer ceases to be an Emerging Growth Company at any time prior to the later of (A) the time when a prospectus relating to the offering or sale of the Stock or any other securities relating thereto is not required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) and (B) completion of the Lock-Up Period.

(xvi)        The Issuer and its affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuer in connection with the offering of the Stock.

(xvii)       The Issuer will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Stock.

(b)           Each Underwriter severally agrees that such Underwriter shall not include any “issuer information” (as defined in Rule 433 under the Securities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by such Underwriter without the prior consent of the Issuer (any such issuer information with respect to whose use the Issuer has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Issuer with the

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Commission prior to the use of such free writing prospectus, and (ii) “issuer information,” as used in this Section 5(b), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

6.     Expenses.  The Issuer agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all expenses, costs, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among Underwriters, and any other related documents in connection with the offering, purchase, sale and delivery of the Stock; (e) any required review by FINRA of the terms of sale of the Stock (including related fees and expenses of counsel to the Underwriters in an amount that is not greater than $50,000); (f) the listing of the Stock on the New York Stock Exchange and/or any other exchange; (g) the qualification of the Stock under the securities laws of the several jurisdictions as provided in Section 5(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related fees and expenses of counsel to the Underwriters); (h) the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form of Canadian “wrapper” (including related fees and expenses of Canadian counsel to the Underwriters); (i) the investor presentations on any “road show” undertaken in connection with the marketing of the Stock, including, without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Issuer and one-half of the cost of any aircraft chartered in connection with the road show; and (j) all other costs and expenses incident to the performance of the obligations of the Issuer under this Agreement; provided that, except as provided in this Section 6 and in Section 11, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Stock which they may sell and the expenses of advertising any offering of the Stock made by the Underwriters.

7.     Conditions of Underwriters’ Obligations.  The respective obligations of the Underwriters hereunder are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Issuer and J.G. Wentworth contained herein, to the performance by the Issuer of its obligations hereunder, and to each of the following additional terms and conditions:

(a)           The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a)(i).  The Issuer shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose

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shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.  If the Issuer has elected to rely upon Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement.

(b)           No Underwriter shall have discovered and disclosed to the Issuer on or prior to such Delivery Date that the Registration Statement, the Prospectus or the Pricing Disclosure Package, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of Latham & Watkins LLP, counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(c)           All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Stock, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Issuer shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

(d)           Skadden, Arps, Slate, Meagher & Flom LLP shall have furnished to the Representatives its written opinion, as counsel to the Issuer, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit C-1.

(e)           Reed Smith LLP shall have furnished to the Representatives its written opinion, as structured finance counsel to the Issuer, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit C-2.

(f)            The Representatives shall have received from Latham & Watkins LLP, counsel for the Underwriters, such opinion or opinions, dated such Delivery Date, with respect to the issuance and sale of the Stock, the Registration Statement, the Prospectus and the Pricing Disclosure Package and other related matters as the Representatives may reasonably require, and the Issuer shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(g)           At the time of execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a letter, in form and substance satisfactory to the Representatives, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of

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the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent Preliminary Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.

(h)           With respect to the letter of Ernst & Young LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the “EY Initial Letter”), the Issuer shall have furnished to the Representatives a letter (the “EY Bring-Down Letter”) of such accountants, addressed to the Underwriters and dated such Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the EY Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the EY Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the EY Initial Letter, and (iii) confirming in all material respects the conclusions and findings set forth in the EY Initial Letter.

(i)            At the time of execution of this Agreement, the Representatives shall have received from McGladrey LLP a letter, in form and substance satisfactory to the Representatives, addressed to the Underwriters and dated the date hereof (i) confirming that they were independent public accountants within the meaning of the Securities Act and were in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission during the periods covered by the financial statements on which they reported contained in the most recent Preliminary Prospectus, and (ii) stating, as of the date hereof, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.

(j)            With respect to the letter of McGladrey LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the “McGladrey Initial Letter”), the Issuer shall have furnished to the Representatives a letter (the “McGladrey Bring-Down Letter”) of such accountants, addressed to the Underwriters and dated such Delivery Date (i) confirming that they were independent public accountants during the periods covered by the financial statements on which they reported contained in the Prospectus, (ii) stating, as of the date of the McGladrey Bring-Down Letter, the conclusions and findings of such firm with respect to the financial information and other matters covered by the McGladrey Initial Letter, and (iii) confirming in all material respects the conclusions and findings set forth in the McGladrey Initial Letter.

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(k)           Each of the Issuer and J.G. Wentworth shall have furnished to the Representatives a certificate, dated such Delivery Date, of its Chief Executive Officer or its President, and its Chief Financial Officer, as to such matters as the Representatives may reasonably request, including, without limitation, the following:

(i)            The representations, warranties and agreements of the Issue and J.G. Wentworth in Section 1 are true and correct on and as of such Delivery Date, and the Issuer has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Delivery Date;

(ii)           No stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the knowledge of such officers, threatened;

(iii)          They have examined the Registration Statement, the Prospectus and the Pricing Disclosure Package, and, in their opinion, (A) (1) the Registration Statement, as of the Effective Date, (2) the Prospectus, as of its date and on the applicable Delivery Date, and (3) the Pricing Disclosure Package, as of the Applicable Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading, and (B) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that has not been so set forth; and

(iv)          To the effect of Section 7(l) (provided that no representation with respect to the judgment of the Representatives need be made) and Section 7(m).

(l)            None of the Issuer, J.G. Wentworth any of its subsidiaries shall have sustained, since the date of the latest audited financial statements of the Issuer or J.G. Wentworth and its consolidated subsidiaries, as applicable, included in the most recent Preliminary Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, or (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Issuer, J.G. Wentworth or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Issuer, J.G. Wentworth and its subsidiaries taken as a whole, as applicable, the effect of which, in any such case described in clause (i) or (ii), is, individually or in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Stock being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

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(m)          Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Issuer’s debt securities or preferred stock by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62) under the Exchange Act), and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Issuer’s debt securities or preferred stock.

(n)           Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following:  (i) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or in the over-the-counter market, or trading in any securities of the Issuer on any exchange or in the over-the-counter market), shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering or delivery of the Stock being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

(o)           The New York Stock Exchange shall have approved the Stock for listing, subject only to official notice of issuance and evidence of satisfactory distribution.

(p)           The Lock-Up Agreements between the Representatives and the persons set forth on Schedule II, delivered to the Representatives on or before the date of this Agreement, shall be in full force and effect on such Delivery Date.

(q)           The Restructuring (other than the Issuer’s purchase of Common Interests) shall have been consummated as described in the most recent Preliminary Prospectus.

(r)            The Representatives shall have received certificates dated, respectively, the date hereof, and each Delivery Date, signed by the chief financial officer of the Company, to the effect that (i) such officer is familiar with the accounting methods and internal accounting practices, policies, procedures and controls of the Company and (ii) such officer has supervised the compilation of and reviewed certain information in the Registration Statement, the Pricing Disclosure Package and the Prospectus and that such information has been derived from the accounting records of the Company and, to the best of such officer’s knowledge, is accurate in all material respects.

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(s)            On or prior to each Delivery Date, the Issuer shall have furnished to the Underwriters such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

8.     Indemnification and Contribution.

(a)           Each of the Issuer and JGWPT Holdings, jointly and severally, hereby agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by any Underwriter or (D) any materials or information provided to investors by, or with the approval of, the Issuer in connection with the marketing of the offering of the Stock, including any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus (“Marketing Materials”) or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter and each such affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that each of the Issuer and JGWPT Holdings shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Issuer through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 8(e).  The

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foregoing indemnity agreement is in addition to any liability which any of the Issuer or JGWPT Holdings may otherwise have to any Underwriter or to any affiliate, director, officer, employee or controlling person of that Underwriter.

(b)           Each Underwriter, severally and not jointly, shall indemnify and hold harmless each of the Issuer and JGWPT Holdings, their respective directors, officers and employees, and each person, if any, who controls the Issuer and JGWPT Holdings within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which either of the Issuer or JGWPT Holdings or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto, or in any Marketing Materials, any material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Issuer through the Representatives by or on behalf of that Underwriter specifically for inclusion therein, which information is limited to the information set forth in Section 8(e).  The foregoing indemnity agreement is in addition to any liability that any Underwriter may otherwise have to either of the Issuer, JGWPT Holdings or any such director, officer, employee or controlling person.

(c)         Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8.  If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party.  After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel to

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represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Section 8 if: (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party.  No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 12(a) or (b) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement.

(d)           If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by either of the Issuer or JGWPT Holdings, on the one hand, and the Underwriters, on the other, from the offering of the Stock, or (ii) if the allocation provided by clause (i) above is not permitted

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by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of either of the Issuer or JGWPT Holdings, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations The relative benefits received by the Issuer and JGWPT Holdings, on the one hand, and the Underwriters, on the other, with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Stock purchased under this Agreement (before deducting expenses) received by the Issuer and JGWPT Holdings, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the shares of the Stock purchased under this Agreement, as set forth in the table on the cover page of the Prospectus, on the other hand.  The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by either of the Issuer or JGWPT Holdings or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission.  Each of the Issuer and JGWPT Holdings and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein.  The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 8(d) shall be deemed to include, for purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8(d), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Stock exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute as provided in this Section 8(d) are several in proportion to their respective underwriting obligations and not joint.

(e)           The Underwriters severally confirm and either of the Issuer and JGWPT Holdings acknowledges and agrees that the statements set forth in the fifth, sixteenth, seventeenth, eighteenth and nineteenth paragraphs appearing under the caption “Underwriting” in the most recent Preliminary Prospectus and the Prospectus are correct and constitute the only information concerning such Underwriters furnished in writing to the Issuer by or on behalf of the Underwriters specifically for inclusion in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Marketing Materials.

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9.     Defaulting Underwriters.

(a)           If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Stock by the non-defaulting Underwriters or other persons satisfactory to the Issuer on the terms contained in this Agreement.  If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Stock, then the Issuer shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Stock on such terms.  In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Issuer that they have so arranged for the purchase of such Stock, or the Issuer notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Stock, either the non-defaulting Underwriters or the Issuer may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Issuer or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Issuer agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes.  As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 8, purchases Stock that a defaulting Underwriter agreed but failed to purchase.

(b)           If, after giving effect to any arrangements for the purchase of the Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Issuer as provided in paragraph (a) above, the total number of shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of shares of all the Stock, then the Issuer shall have the right to require each non-defaulting Underwriter to purchase the total number of shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of shares of Stock that such Underwriter agreed to purchase hereunder) of the Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.

(c)           If, after giving effect to any arrangements for the purchase of the Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Issuer as provided in paragraph (a) above, the total number of shares of Stock that remains unpurchased exceeds one-eleventh of the total number of shares of all the Stock, or if the Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters.  Any termination of this Agreement pursuant to this Section 8 shall be without liability on the part of the Issuer, except that the Issuer will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.

29

(d)           Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Issuer or any non-defaulting Underwriter for damages caused by its default.

10.  Termination.  The obligations of the Underwriters hereunder may be terminated by the Representatives by notice given to and received by the Issuer prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 7(l), 7(m) and 7(n) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement.

11.  Reimbursement of Underwriters’ Expenses.  If the Underwriters shall decline to purchase the Stock for any reason permitted under Section 10 of this Agreement, the Issuer and JGWPT Holdings will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Stock, and upon demand the Issuer and JGWPT Holdings shall pay the full amount thereof to the Representatives.  If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, neither the Issuer nor JGWPT Holdings shall be obligated to reimburse any defaulting Underwriter on account of those expenses.

12.  Research Analyst Independence.  Each of the Issuer and JGWPT Holdings acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Issuer and/or the offering that differ from the views of their respective investment banking divisions.  Each of the Issuer and JGWPT Holdings hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to it by such Underwriters’ investment banking divisions.  Each of the Issuer and JGWPT Holdings acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

13.  No Fiduciary Duty.  Each of the Issuer and JGWPT Holdings acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters:  (a) no fiduciary or agency relationship between any of the JGW Parties and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to any of the JGW Parties, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the JGW Parties, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length

30

negotiations; (c) any duties and obligations that the Underwriters may have to any of the JGW Parties shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the JGW Parties.  Each of the Issuer and JGWPT Holdings hereby waives any claims that any of the JGW Parties may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

14.  Notices, etc.  All statements, requests, notices and agreements hereunder shall be in writing, and:

(a)   if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to (i) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; and (ii) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York  10010, Attention:  LCD-IBD; and

(b)   if to the JGW Parties, shall be delivered or sent by mail or facsimile transmission to the address of the Issuer set forth in the Registration Statement, Attention: Stephen Kirkwood, Executive Vice President and General Counsel (Fax: (855) 285-5089).

Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.  The JGW Parties shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Barclays Capital Inc. or Credit Suisse Securities (USA LLC on behalf of the Representatives.

15.  Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the Underwriters, the JGW Parties and their respective successors.  This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Issuer, JGWPT Holdings and J.G. Wentworth, as applicable, contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the Issuer, the officers of the Issuer who have signed the Registration Statement and any person controlling the Issuer within the meaning of Section 15 of the Securities Act.  Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

16.  Survival.  The respective indemnities, representations, warranties and agreements of the Issuer, JGWPT Holdings, J.G. Wentworth and the Underwriters, as applicable contained in this Agreement or made by or on behalf of them, respectively, pursuant to this

31

Agreement, shall survive the delivery of and payment for the Stock and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them.

17.  Definition of the Terms “Business Day,” “Affiliate” and “Subsidiary.”  For purposes of this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close, and (b) “affiliate” and “subsidiary” have the meanings set forth in Rule 405 under the Securities Act.

18.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles (other than Section 5-1401 of the General Obligations Law).

19.  Waiver of Jury Trial.  The Issuer, JGWPT Holdings, J.G. Wentworth and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

20.  Counterparts.  This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

21.  Headings.  The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

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If the foregoing correctly sets forth the agreement among the Issuer, JGWPT Holdings, J.G. Wentworth and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,
JGWPT HOLDINGS INC.
By:	/s/ David Miller
	Name: David Miller
	Title: Chief Executive Officer
JGWPT HOLDINGS, LLC
By:	/s/ David Miller
	Name: David Miller
	Title: Chief Executive Officer
J.G. WENTWORTH, LLC
By:	/s/ David Miller
	Name: David Miller
	Title: Chief Executive Officer

[Signature Page to JGWPT Holdings Inc. Underwriting Agreement]

Accepted:

BARCLAYS CAPITAL INC.
CREDIT SUISSE SECURITIES (USA) LLC

For themselves and as Representatives
of the several Underwriters named
in Schedule I hereto

By BARCLAYS CAPITAL INC.

By:	/s/ Victoria Hale
Name: Victoria Hale
Title: Vice President
By CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Edward Lee
Name: Edward Lee
Title: Director

[Signature Page to JGWPT Holdings Inc. Underwriting Agreement]

34

SCHEDULE I

Underwriters	Number of Shares of Firm Stock
Barclays Capital Inc.	2,649,075
Credit Suisse Securities (USA) LLC	2,649,075
Deutsche Bank Securities Inc.	1,908,075
Jefferies LLC	1,059,825
Keefe Bruyette & Woods, Inc.	848,250
JMP Securities LLC	317,850
Stephens Inc.	317,850
Total	9,750,000

SCHEDULE II

PERSONS DELIVERING LOCK-UP AGREEMENTS

I.             Persons Delivering Exhibit A-1 Form of Lock-Up Agreement

1.David Miller

2.Alexander R. Castaldi

3.Eugene I. Davis

4.Robert C. Griffin

5.Kevin Hammond

6.Paul S. Levy

7.Robert N. Pomroy

8.Francisco J. Rodriguez

9.Randi Sellari

10.Stefano Sola

11.Stephen Kirkwood

12.John Schwab

13.Alfred J. De Leo

14.JLL Holdco, LLC

15.JLL JGW Distribution, LLC

16.PGHI Corp.

17.ORIX Corporate Capital Inc. (f/k/a ORIX Finance Corp.)

II.  Persons Delivering Exhibit A-2 Form of Lock-Up Agreement

1.Candlewood Special Situations Fund L.P.

2.DLJ Merchant Banking Funding, Inc.

3.The Royal Bank of Scotland PLC

4.R3 Capital Partners Master, L.P.

5.FRA Subsidiary, LLC

6.JGW Restructuring Holdings (LONG3), LLC

7.BLW Subsidiary, LLC

8.DSU Subsidiary, LLC

9.BGT Subsidiary, LLC

10.Nomura US Attractive Yield Corporate Bond Fund Mother Fund

11.ARK Subsidiary, LLC

12.JGW Restructuring Holdings (BSIS V), LLC

13.Candlewood Credit Value Fund II, L.P.

14.CCVF JGW LLC

15.Ocean Trails II Tax Subsidiary

16.Venture IX CDO Limited

17.Venture VIII CDO Limited

18.JGW Restructuring Holdings (BSIS IV), LLC

19.JGW Restructuring Holdings (BSIS), LLC

20.Ocean Trails CLO III Tax Subsidiary I

21.Reservoir Master Fund, L.P.

22.The Regents of the University of California

23.California Public Employees’ Retirement System

24.GMAM Group Pension Trust II

25.JGW Restructuring Holdings (MAG V), LLC

26.Jefferies Leveraged Credit Products, LLC

27.Stichting Pensionenfonds Hoogovens

28.Carlyle J.G. Wentworth Blocker LLC

29.BR-FRI Subsidiary, LLC

30.GMAM Group Pension Trust II

31.Jefferies LLC

32.Whitehorse V, LTD.

33.Latitude CLO I, LTD.

34.Latitude CLO II, LTD.

35.Latitude CLO III, LTD.

36.Carlyle J.G. Wentworth Blocker LLC

37.BR-FRI Subsidiary, LLC

38.GMAM Group Pension Trust II

39.Jefferies LLC

40.Whitehorse V, LTD.

41.Latitude CLO I, LTD.

42.Latitude CLO II, LTD.

43.Latitude CLO III, LTD.

SCHEDULE III

ISSUER FREE WRITING PROSPECTUSES

Issuer Free Writing Prospectus dated November 4, 2013 filed pursuant to Rule 433 on November 4, 2013.

Issuer Free Writing Prospectus dated November 7, 2013 filed pursuant to Rule 433 on November 7, 2013.

SCHEDULE IV

UNDERWRITER INFORMATION INCLUDED IN ISSUER FREE WRITING PROSPECTUSES

None.

SCHEDULE V

SUBSIDIARIES

Entity Name	Jurisdiction
321 Henderson Receivables Acquisition, LLC	Nevada
321 Henderson Receivables I LLC	Nevada
321 Henderson Receivables II LLC	Nevada
321 Henderson Receivables III LLC	Nevada
321 Henderson Receivables IV LLC	Nevada
321 Henderson Receivables V LLC	Nevada
321 Henderson Receivables VI LLC	Nevada
AIS Funding S.A.	Luxembroug
AIS Funds GP, Ltd	Cayman
American Insurance Strategies Fund II, LP	Delaware
Annuity Purchase Company, LLC	Georgia
Apex Life Group LLC	Georgia
Bedrock Trust	Delaware
BT SPE, LLC	Delaware
Cash Now Loans, LLC	Florida
Crescit Eundo Finance I, LLC	Delaware
Crescit Eundo Trust	Delaware
DR SPE, LLC	Delaware
Golden Apple Management Company, LLC	Delaware
Green Apple Management Company, LLC	Delaware
IAGD, LLC	Nevada

Entity Name	Jurisdiction
J.G. Wentworth Home Equity Services, LLC* d/b/a for this entity is “J.G. Wentworth Mortgage”	Nevada
J.G. Wentworth Management Company, LLC	Delaware
J.G. Wentworth Originations, LLC	Nevada
J.G. Wentworth Receivables II LLC	Nevada
J.G. Wentworth S.S.C. Limited Partnership	Nevada
J.G. Wentworth Structured Settlement Funding II, LLC	Nevada
J.G. Wentworth XXI, LLC	Nevada
J.G. Wentworth XXII, LLC	Nevada
J.G. Wentworth XXIII, LLC	Nevada
J.G. Wentworth, LLC	Delaware
JGW I, LLC	Nevada
JGW II, LLC	Nevada
JGW III, LLC	Nevada
JGW IV, LLC	Nevada
JGW Pre-Settlement Funding, LLC	Nevada
JGW Residual I, LLC	Nevada
JGW Seller, LLC	Nevada
JGW V, LLC	Nevada
JGW VI, LLC	Nevada
JGWPT  XXIV, LLC	Nevada
JGWPT  XXV, LLC	Nevada
JGWPT  XXVI, LLC	Nevada

Entity Name	Jurisdiction
JGWPT  XXVII, LLC	Nevada
JGWPT  XXVIII, LLC	Nevada
JGWPT  XXIX, LLC	Nevada
JGWPT Holdings, LLC	Delaware
JGW-S Holdco, LLC	Nevada
JGW-S I, LLC	Nevada
JGW-S II, LLC	Nevada
JGW-S III, LLC	Nevada
JGW-S IV, LLC	Nevada
JGW-S LC I, LLC	Nevada
JGW-S LC II, LLC	Nevada
LBP Licensing Company, LLC	Georgia
LCSS II, LLC	Nevada
LCSS III, LLC	Nevada
LCSS, LLC	Delaware
Life Receivables Euro II, LLC	Delaware
Life Receivables Euro, LLC	Delaware
Life Receivables Eurotrust	Delaware
Life Receivables Eurotrust II	Delaware
Lottery Funding, LLC	Nevada
Lottery JV I, LLC	Delaware
Lottery JV Master Trust	Delaware
Lottery Originations, LLC	Delaware

Entity Name	Jurisdiction
New Age Capital Reserves, LLC	Georgia
New Age Funding I, LLC	Georgia
Olive Branch Funding, LLC	Nevada
Olive Branch Originations, LLC	Delaware
Orchard Acquisition Company, LLC	Delaware
Peach Holdings, LLC	Delaware
Peach PDA Co., LLC	Georgia
PeachHI LLC	Delaware
PeachOne Funding SPV, LLC	New York
Peachtree Asset Management (Luxembourg) S.à r.l.	Luxembourg
Peachtree Asset Management, Ltd.	United Kingdom
Peachtree Attorney Finance, LLC	Delaware
Peachtree Finance Company #2, LLC	Delaware
Peachtree Finance Company, LLC	Delaware
Peachtree Financial Solutions, LLC	Georgia
Peachtree Funding Northeast, LLC	New York
Peachtree Funding, LLC	Pennsylvania
Peachtree LBP Finance Company, LLC	Georgia
Peachtree LBP Holding Company, LLC	Georgia
Peachtree LBP Warehouse, LLC	Georgia
Peachtree Life & Annuity Group, LLC	Georgia
Peachtree Life Settlements, LLC	Nevada
Peachtree Lottery Finance, LLC	Delaware

Entity Name	Jurisdiction
Peachtree Lottery Holding, LLC	Delaware
Peachtree Lottery Master Trust	Delaware
Peachtree Lottery Sub-trust 1	Delaware
Peachtree Lottery Sub-trust 2	Delaware
Peachtree Lottery Sub-trust 3	Delaware
Peachtree Lottery Sub-trust 4	Delaware
Peachtree Lottery, Inc.	Delaware
Peachtree LW Receivables I, LLC	Delaware
Peachtree Originations, LLC	Delaware
Peachtree Pre-Settlement Funding SPV, LLC	New York
Peachtree Pre-Settlement Funding, LLC	Georgia
Peachtree Settlement Finance Co., LLC	Georgia
Peachtree Settlement Funding, LLC	Nevada
Peachtree Settlement Services, LLC	Delaware
Peachtree SLPO Finance Company, LLC	Georgia
Peachtree SLPO Funding, LLC	Georgia
Peachtree Structured Settlements, LLC	Delaware
Pre-Settlement Funding, LLC	Delaware
Pre-Settlement Originations, LLC	Nevada
PSF Holdings, LLC	Georgia
PSF Illinois Corporation	Georgia
PSF Trust 2000-1	Delaware
PSF Trust 2000-2	Delaware

Entity Name	Jurisdiction
PSF Trust 2000-3	Delaware
PSF Trust 2000-4	Delaware
PSF Trust 2000-5	Delaware
PSF Trust 2001-1	Delaware
PSF Trust 2001-2	Delaware
PSF Trust 2001-3	Delaware
PSF Trust 2001-4	Delaware
PSF Trust 2001-5	Delaware
PSF Trust 2001-6	Delaware
PSF Trust 2001-7	Delaware
PSF Trust 2001-8	Delaware
PSF Trust 2001-9	Delaware
PSF Trust 2002-1	Delaware
PSF Trust 2002-2	Delaware
PSF Trust 2002-3	Delaware
PSF Trust 2002-4	Delaware
PSF Trust 2002-5	Delaware
PSF Trust 2002-6	Delaware
PSF Trust 2002-7	Delaware
PSF Trust 2002-8	Delaware
PSF Trust 2002-9	Delaware
PSF Trust 2003-1	Delaware

Entity Name	Jurisdiction
PSF Trust 2003-2	Delaware
PSF Trust 2003-3	Delaware
PSF Trust 2003-4	Delaware
PSF Trust 2003-5	Delaware
PSF Trust 2003-6	Delaware
PSF Trust 2003-7	Delaware
PSF Trust 2004-1	Delaware
PSF Trust 2004-2	Delaware
PSF Trust 2004-3	Delaware
PSF Trust 2004-MA	Delaware
PSF Trust 2004-OH	Delaware
PSF Trust 2005-1	Delaware
PSF Trust 2005-2	Delaware
PSF Trust 2006-1	Delaware
PSF Trust 2006-2	Delaware
Qualified Provider Associates, LLC	Delaware
R.C. Henderson LLC	Nevada
R.C. Henderson Lottery LLC	Nevada
R.C. Henderson Lottery Trust	Delaware
R.C. Henderson Trust	Delaware
Receivables Collections, LLC	Nevada
Receivables II-A Holding Co., LLC	Nevada
Receivables II-B Holding Co., LLC	Nevada

Entity Name	Jurisdiction
Red Apple Management Company, LLC	Delaware
SB Immram Parent, LLC	Delaware
SB Immram, LLC	Delaware
Senior Settlement Holding Euro, LLC	Georgia
Settlement Funding Management Company, LLC	Delaware
Settlement Funding of New York, LLC	New York
Settlement Funding, LLC	Georgia
Structured Funding, LLC	Delaware
Structured Originations, LLC	Nevada
Structured Receivables Finance #1, LLC	Delaware
Structured Receivables Finance #2, LLC	Delaware
Structured Receivables Finance #3, LLC	Delaware
Structured Receivables Finance #4, LLC	Delaware
Structured Receivables Finance #5, LLC	Delaware
Structured Receivables Finance #6, LLC	Delaware
Structured Receivables Finance #6A, LLC	Delaware
Structured Receivables Finance #7, LLC	Delaware
Structured Receivables Finance 2006-B, LLC	Delaware
Structured Receivables Finance 2007-A LLC	Delaware
Structured Receivables Finance 2007-B, LLC	Delaware
Structured Receivables Finance 2010-A, LLC	Delaware
Structured Receivables Finance 2010-B, LLC	Delaware
TATS Licensing Company, LLC	Delaware

Entity Name	Jurisdiction
Tort Victim’s Assistance Finance Company, LLC	Virginia
Tort Victims Assistance Finance Company of West Virginia, LLC	West Virginia
Receivables II-A, LLC	Nevada
Receivables II-B, LLC	Nevada
J.G. Wentworth Receivables I, LLC	Delaware
J.G. Wentworth Receivables III, LLC	Delaware
J.G. Wentworth Receivables IV, LLC	Delaware
J.G. Wentworth Receivables V, LLC	Nevada

EXHIBIT A-1

LOCK-UP LETTER AGREEMENT

BARCLAYS CAPITAL INC.

CREDIT SUISSE SECURITIES (USA) LLC

As Representatives of the several

Underwriters named in Schedule I,

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York  10010

Ladies and Gentlemen:

The undersigned understands that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares (the “Stock”) of Class A Common Stock, par value $.001 per share (the “Common Stock”), of JGWPT Holdings Inc., a Delaware corporation (the “Issuer”), and that the Underwriters propose to reoffer the Stock to the public (the “Offering”).

In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by the undersigned at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock (collectively, the “Lock-Up Securities”),  (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus relating to the Offering (such 180-day period, the “Lock-Up Period”).

Exhibit A-1-1

The foregoing paragraph shall not apply to (a) transactions relating to Lock-Up Securities acquired in the open market after the completion of the offering, (b) bona fide gifts, sales or other dispositions of shares of any Lock-Up Securities, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any such transfer pursuant to this clause (b) that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the 180-day period referred to above), (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (iv) the undersigned notifies Barclays Capital Inc. and Credit Suisse Securities (USA) LLC at least two business days prior to the proposed transfer or disposition, (c) the exercise of warrants or the exercise of stock options granted pursuant to the Issuer’s stock option/incentive plans or otherwise outstanding on the date hereof or the exercise of the exchange rights to be granted to holders of common interests in JGWPT Holdings, LLC concurrent with the closing of the Offering; provided, that the restrictions shall apply to shares of Common Stock issued upon such exercise or conversion, (d) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Lock-Up Securities, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Issuer is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan, and (e) any demands or requests for, exercise any right with respect to, or take any action in preparation of, the registration by the Issuer under the Act of the undersigned’s shares of Common Stock, provided that no transfer of the undersigned’s shares of Common Stock registered pursuant to the exercise of any such right and no registration statement shall be filed under the Act with respect to any of the undersigned’s shares of Common Stock during the Lock-Up Period.

If the undersigned is an officer or director of the Issuer, (i) the undersigned agrees that the foregoing provisions shall be equally applicable to any issuer-directed Stock, as referred to in FINRA Rule 5131(d)(2)(A) that the undersigned may purchase in the Offering pursuant to an allocation of Stock that is directed in writing by the Issuer (ii) Barclays Capital Inc. and Credit Suisse Securities (USA) LLC agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Barclays Capital

Exhibit A-1-2

Inc. and Credit Suisse Securities (USA) LLC will notify the Issuer of the impending release or waiver, and (iii) the Issuer has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver.  Any release or waiver granted by Barclays Capital Inc. and Credit Suisse Securities (USA) LLC hereunder to any such officer or director shall only be effective two business days after the publication date of such press release.  The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Issuer and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

It is understood that, if the Issuer notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.

The undersigned understands that the Issuer and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

Whether or not the Offering actually occurs depends on a number of factors, including market conditions.  Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Issuer and the Underwriters.

This Lock-Up Letter Agreement shall automatically terminate upon the earliest to occur, if any, of (1) the termination of the Underwriting Agreement before the sale of any Stock to the Underwriters or (2) December 31, 2013, in the event that the Underwriting Agreement has not been executed by that date.

[Signature page follows]

Exhibit A-1-3

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Very truly yours,
By:
	Name:
	Title:

Dated:  October     , 2013

Exhibit A-1-4

EXHIBIT A-2

LOCK-UP LETTER AGREEMENT

BARCLAYS CAPITAL INC.

CREDIT SUISSE SECURITIES (USA) LLC

As Representatives of the several

Underwriters named in Schedule I,

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York  10010

Ladies and Gentlemen:

The undersigned understands that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares (the “Stock”) of Class A Common Stock, par value $.001 per share (the “Common Stock”), of JGWPT Holdings Inc., a Delaware corporation (the “Issuer”), and that the Underwriters propose to reoffer the Stock to the public (the “Offering”).

In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by the undersigned at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock (collectively, the “Lock-Up Securities”),  (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus relating to the Offering (such 180-day period, the “Lock-Up Period”) provided, that: (a) one-third of the undersigned’s Lock-Up Securities as of the date of the Underwriting Agreement shall be released from the restrictions of this paragraph on the 90th day after the date of the Prospectus relating to the Offering, (ii) one-third of the

Exhibit A-2-1

undersigned’s Lock-Up Securities as of the date of the Underwriting Agreement shall be released from the restrictions of this paragraph on the 135th day after the date of the Prospectus relating to the Offering and (iii) the remainder of the undersigned’s Lock-Up Securities shall be released upon the expiration of the Lock-Up Period.

The foregoing paragraph shall not apply to (a) transactions relating to Lock-Up Securities acquired in the open market after the completion of the offering, (b) bona fide gifts, sales or other dispositions of shares of any Lock-Up Securities, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any such transfer pursuant to this clause (b) that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the 180-day period referred to above), (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (iv) the undersigned notifies Barclays Capital Inc. and Credit Suisse Securities (USA) LLC at least two business days prior to the proposed transfer or disposition, (c) the exercise of warrants or the exercise of stock options granted pursuant to the Issuer’s stock option/incentive plans or otherwise outstanding on the date hereof or the exercise of the exchange rights to be granted to holders of common interests in JGWPT Holdings, LLC concurrent with the closing of the Offering; provided, that the restrictions shall apply to shares of Common Stock issued upon such exercise or conversion, (d) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Lock-Up Securities, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Issuer is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan, and (e) any demands or requests for, exercise any right with respect to, or take any action in preparation of, the registration by the Issuer under the Act of the undersigned’s shares of Common Stock, provided that no transfer of the undersigned’s shares of Common Stock registered pursuant to the exercise of any such right and no registration statement shall be filed under the Act with respect to any of the undersigned’s shares of Common Stock during the Lock-Up Period.

Exhibit A-2-2

If the undersigned is an officer or director of the Issuer, (i) the undersigned agrees that the foregoing provisions shall be equally applicable to any issuer-directed Stock, as referred to in FINRA Rule 5131(d)(2)(A) that the undersigned may purchase in the Offering pursuant to an allocation of Stock that is directed in writing by the Issuer (ii) Barclays Capital Inc. and Credit Suisse Securities (USA) LLC agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC will notify the Issuer of the impending release or waiver, and (iii) the Issuer has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver.  Any release or waiver granted by Barclays Capital Inc. and Credit Suisse Securities (USA) LLC hereunder to any such officer or director shall only be effective two business days after the publication date of such press release.  The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Issuer and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

It is understood that, if the Issuer notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.

The undersigned understands that the Issuer and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

Whether or not the Offering actually occurs depends on a number of factors, including market conditions.  Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Issuer and the Underwriters.

This Lock-Up Letter Agreement shall automatically terminate upon the earliest to occur, if any, of (1) the termination of the Underwriting Agreement before the sale of any Stock to the Underwriters or (2) December 31, 2013, in the event that the Underwriting Agreement has not been executed by that date.

[Signature page follows]

Exhibit A-2-3

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof.  Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Very truly yours,
By:
	Name:
	Title:

Dated:  October     , 2013

Exhibit A-2-4

EXHIBIT B

Form of Press Release

JGWPT Holdings Inc.
[Insert date]

JGWPT Holdings Inc., (the “Company”) announced today that Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, joint book-running managers in the Company’s recent public sale of [·] shares of common stock are [waiving] [releasing] a lock-up restriction with respect to [·] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company.  The [waiver] [release] will take effect on [insert date], and the shares may be sold or otherwise disposed of on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Exhibit B-1

EXHIBIT C-1

FORM OF OPINION OF COMPANY’S COUNSEL

November 14, 2013

Barclays Capital Inc.

Credit Suisse Securities (USA) Inc.

as Representatives of the several Underwriters

c/oBarclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York  10010

Re:JGWPT Holdings Inc.
Initial Public Offering of Class A Common Stock

Ladies and Gentlemen:

We have acted as special counsel to JGWPT Holdings Inc., a Delaware corporation (the “Company”), in connection with the Underwriting Agreement, dated November 8, 2013 (the “Underwriting Agreement”), among you, as representatives of the several Underwriters named therein (the “Underwriters”), J.G. Wentworth, LLC, a Delaware limited liability company (“JG Wentworth”), JGWPT Holdings, LLC, a Delaware limited liability company (“JGWPT Holdings” and, collectively with JG Wentworth and the Company, the “Opinion Parties”) and the Company, relating to the sale by the Company to the Underwriters of 9,750,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.00001 per share (“Class A Common Stock”), and up to an additional 1,462,500 shares of Class A Common Stock (the “Option Shares”) at the Underwriters’ option to cover over-allotments. The Firm Shares and the Option Shares are collectively referred to herein as the Securities.

This opinion is being furnished to you pursuant to Section 8(d) of the Underwriting Agreement.

In rendering the opinions stated herein, we have examined and relied upon the following:

Exhibit C-1-1

(a)           the registration statement on Form S-1 (File No. 333-191585) of the Company relating to the Securities filed with the Securities and Exchange Commission (the “Commission”) on October 7, 2013 under the Securities Act of 1933, as amended (the “Securities Act”), Pre-Effective Amendments No. 1 through No. 3 thereto and Post-Effective Amendment No. 1 thereto, including the information deemed to be a part of the registration statement pursuant to Rule 430A of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”) and the Notice of Effectiveness of the Commission posted on its website declaring such registration statement effective on November 8, 2013 (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”);

(b)           the preliminary prospectus, dated November 8, 2013, relating to the offering of Securities, in the form included in Post-Effective Amendment No. 1 to the Registration Statement (such preliminary prospectus being hereinafter referred to as the “Preliminary Prospectus”);

(c)           the final prospectus, dated November 8, 2013, relating to the offering of Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (such final prospectus being hereinafter referred to as the “Prospectus”);

(d)           an executed copy of the Underwriting Agreement;

(e)           a specimen certificate evidencing the Class A Common Stock in the form of Exhibit 4.1 to the Registration Statement;

(f)            an executed copy of a certificate of John Schwab, Chief Financial Officer of the Company, dated the date hereof, a copy of which is attached as Exhibit A hereto (the “Officer’s Certificate”);

(g)           an executed copy of a certificate of Stephen A. Kirkwood, Corporate Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(h)           a copy of the Company’s Amended and Restated  Certificate of Incorporation, as amended to date, certified by the Secretary of State of the State of Delaware as of [·], 2013, and certified pursuant to the Secretary’s Certificate;

(i)            a copy of the Company’s Amended and Restated By-Laws, as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate;

(j)            copies of the Certificates of Formation of J.G. Wentworth and JGWPT Holdings, certified by the Secretary of State of the State of Delaware as of [·], 2013, and certified pursuant to the Secretary’s Certificate;

(k)           copies of the Amended and Restated Limited Liability Company Agreements of J.G. Wentworth and JGWPT Holdings, each dated as of July 12, 2011 (the “LLC Agreements”), certified pursuant to the Secretary’s Certificate;

Exhibit C-1-2

(l)            copies of certain resolutions of the Board of Directors of the Company, adopted June 21, 2013 and November 5, 2013 and certain resolutions of the Pricing Committee thereof, adopted on November 7, 2013, certified pursuant to the Secretary’s Certificate;

(m)          copies of certain resolutions of the Boards of Managers of J.G. Wentworth and JGWPT Holdings, each adopted on November 7, 2013, certified pursuant to the Secretary’s Certificate;

(n)           copies of certificates, dated [•], 2013, and bringdown verifications thereof, dated the date hereof, from the Secretary of State of the State of Delaware with respect to the existence and good standing of each Opinion Party, and each subsidiary of the Company listed on Schedule I hereto (the “Significant Subsidiaries”) in the State of Delaware (the “Delaware Certificates”);

(o)           the Scheduled Contracts (as defined below); and

(p)           the Scheduled Orders (as defined below).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Opinion Parties and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Opinion Parties and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Opinion Parties and others and of public officials, including the facts and conclusions set forth in the Officer’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and the State of Delaware and (ii) the federal laws of the United States of America.

As used herein: “Organizational Documents” means those documents listed in paragraphs (h) through (k) above, “Scheduled Contracts” means those agreements or instruments described on Schedule II hereto, “Scheduled Orders” means those orders or decrees described on Schedule III hereto.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

1.             Based solely on our review of the Delaware Certificates, each Opinion Party and each Significant Subsidiary is duly incorporated or formed, as applicable, and is

Exhibit C-1-3

validly existing and in good standing under the General Corporation Law of the State of Delaware (the “DGCL”) or the Delaware Limited Liability Company Act (the “DLLCA”), as applicable.

2.             Each Opinion Party has the corporate or limited liability company, as applicable, power and authority to execute and deliver the Underwriting Agreement and to consummate the issuance and sale of the Securities contemplated thereby under the DGCL or the DLLCA, as applicable.

3.             The Underwriting Agreement has been duly authorized, executed and delivered by all requisite corporate or limited liability company, as applicable, action on the part of each Opinion Party under the DGCL or the DLLCA, as applicable.

4.             Neither the execution and delivery by each Opinion Party of the Underwriting Agreement nor the consummation by the Company of the issuance and sale of the Securities contemplated thereby: (i) conflicts with the Organizational Documents of such Opinion Party, (ii) constitutes a violation of, or a default under, any Scheduled Contract to which such Opinion Party is a party, (iii) contravenes any Scheduled Order to which such Opinion Party is subject, or (iv) violates the DGCL or the DLLCA or any law, rule or regulation of the State of New York or the United States of America.

5.             Neither the execution and delivery by each Opinion Party of the Underwriting Agreement nor the consummation by the Company of the  issuance and sale of the Securities contemplated thereby, requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under the DGCL, the DLLCA or any law, rule or regulation of the State of New York or the United States of America, except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made.

6.             The Securities have been duly authorized by all requisite corporate action on the part of the Company under the DGCL, and when the Securities are delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable and free and clear of any preemptive rights or any similar rights arising under the DGCL, the Organizational Documents or any Scheduled Contract.

7.             The Company has authority to issue 500,000,000 shares of Class A Common Stock and such authorized capital stock of the Company conforms as to legal matters to the description thereof contained under the caption “Description of Capital Stock” in the Prospectus and the Preliminary Prospectus.

8.             To our knowledge, there are no legal or governmental proceedings pending to which an Opinion Party is a party or to which any of their property is subject that are required to be disclosed in the Prospectus pursuant to Item 103 of Regulation S-K of the Rules and Regulations that are not so disclosed, except that we do not express any opinion in this paragraph 8 with respect to legal or governmental proceedings relating to regulatory matters of

Exhibit C-1-4

the type referred to in the Prospectus under the captions entitled “Risk Factors — Risks Related to Our Legal and Regulatory Environment” and “Business — Regulation.”

9.             The statements in the Prospectus under the caption “Underwriting,” insofar as such statements purport to summarize certain provisions of the Underwriting Agreement, fairly summarize such provisions in all material respects.

10.          The statements in the Prospectus and the Preliminary Prospectus under the caption “Description of Capital Stock — Class A Shares,” insofar as such statements purport to summarize certain provisions of the Organizational Documents, fairly summarize such provisions in all material respects.

11.          The statements in the Prospectus and the Preliminary Prospectus under the captions “Shares Eligible for Future Sale” and “The Transactions,” insofar as such statements purport to summarize certain provisions of the Registration Rights Agreement, dated November 14, 2013 (the “Registration Rights Agreement”), by and among the Company, JLL JGW Distribution, LLC, JGW Holdco, LLC and the other stockholders of the Company that are signatories thereto, the Operating Agreement of JGWPT Holdings, LLC, dated November 14, 2013 (the “Operating Agreement”), by and among the Company, JGWPT Holdings, LLC and the other Members of JGWPT Holdings, LLC party thereto, or the Tax Receivable Agreement, dated November 14, 2013 (the “Tax Receivable Agreement” and, collectively with the Registration Rights Agreement and the Operating Agreement, the “Transaction Agreements”), by and among the Company, JLL JGW Distribution LLC, JGW Holdco, LLC, Candlewood Special Situations Fund L.P., R3 Capital Partners Master, L.P., The Royal Bank of Scotland PLC, DLJ Merchant Banking Funding, Inc., Peach Group Holdings Inc., David Miller, Randi Sellari, Stefano Sola, and, to the extent described therein, JLL Fund V AIF II, L.P, fairly summarize such provisions in all material respects.

12.          The Company is not and, solely after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

The opinions stated herein are subject to the following qualifications:

(a)           except to the extent expressly stated in the opinions contained herein, we do not express any opinion with respect to the effect on the opinions stated herein of (i) the compliance or non-compliance of any party to the Underwriting Agreement with any laws, rules or regulations applicable to such party or (ii) the legal status or legal capacity of any party to the Underwriting Agreement;

(b)           except to the extent expressly stated in the opinions contained herein, we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to the Underwriting Agreement or the transactions contemplated thereby, including the issuance and sale of the Securities, solely because such law, rule or regulation is part of a

Exhibit C-1-5

regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

(c)           we have assumed that the LLC Agreement of each of J.G. Wentworth and JGWPT Holdings is the only limited liability company agreement, as defined under the DLLCA, of J.G. Wentworth or JGWPT Holdings, as the case may be;

(d)           except to the extent expressly stated in the opinion contained herein in paragraph 12, we do not express any opinion with respect to any securities, antifraud, derivatives or commodities laws, rules or regulations or Regulations T, U or X of the Board of Governors of the Federal Reserve System;

(e)           we do not express any opinion whether the execution or delivery of the Underwriting Agreement by an Opinion Party, or the consummation by such Opinion Party of the transactions contemplated thereby, including the issuance and sale of the Securities, will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of an Opinion Party or any of its subsidiaries;

(f)            we call to your attention that certain of the Scheduled Contracts are governed by laws other than those with respect to which we express our opinion or do not specify a governing law, and the opinions expressed herein are based solely upon our understanding of the plain meaning of the language contained in such Scheduled Contracts under the laws of the State of Delaware. We do not assume any responsibility for any interpretation thereof inconsistent with such understanding and we have not consulted attorneys admitted in any other jurisdiction (including any jurisdiction where we or our affiliated firms have offices); and

(g)           the opinion set forth in paragraph 8 above is based solely on our discussions with the officers of the Opinion Parties responsible for the matters discussed therein, our review of documents furnished to us by the Opinion Parties and our reliance on the representations and warranties of the Opinion Parties contained in the Underwriting Agreement and the Officer’s Certificate; we have not made any other inquiries or investigations or any search of the public docket records of any court, governmental agency or body or administrative agency.  In addition, we call to your attention that we have not been engaged by, nor have we rendered any advice to, the Opinion Parties in connection with any legal or governmental proceedings.  Accordingly, we do not have any special knowledge with respect to such matters.  We understand that such matters have been and are being handled by other counsel.

In addition, in rendering the foregoing opinions we have assumed that:

(a)           except to the extent expressly stated in the opinions contained herein with respect to the Opinion Parties, each party to each Transaction Agreement has the corporate, limited liability company or limited partnership, as applicable, power and authority to execute, deliver and perform all its obligations under such Transaction Agreement; and

Exhibit C-1-6

(b)           except to the extent expressly stated in the opinions contained herein with respect to the Opinion Parties, each Transaction Agreement has been duly authorized, executed and delivered by all requisite corporate, limited liability company or limited partnership, as applicable, action on the part of each party to such Transaction Agreement.

This opinion is furnished only to you as Representatives of the Underwriters and is solely for the Underwriters’ benefit in connection with the closing occurring today and the offering of the Securities, in each case pursuant to the Underwriting Agreement. Without our prior written consent, this opinion may not be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by, or assigned to, any other person for any purpose, including any other person that acquires any Securities or that seeks to assert your rights in respect of this opinion (other than an Underwriter’s successor in interest by means of merger, consolidation, transfer of a business or other similar transaction).

Very truly yours,

Exhibit C-1-7

Exhibit A

Officer’s Certificate

Exhibit C-1-8

Schedule I

Significant Subsidiaries

Delaware Limited Liability Companies:

Orchard Acquisition Company, LLC

Peach Holdings, LLC

PeachHI, LLC

Peachtree Originations, LLC

Exhibit C-1-9

Schedule II

Scheduled Contracts

1.Registration Rights Agreement, dated November 14, 2013, by and among the Company, JLL JGW Distribution, LLC, JGW Holdco, LLC and the other stockholders of the Company that are signatories thereto.

2.Voting Agreement, dated November 14, 2013, by and among the Company, JLL JGW Distribution, LLC, JGW Holdco, LLC and the other stockholders of the Company that are signatories thereto.

3.Director Designation Agreement, dated November 14, 2013, by and among the Company, PGHI Corp., JLL JGW Distribution, LLC, JGW Holdco, LLC.

4.Credit Agreement by and among J.G. Wentworth, LLC, Orchard Acquisition Company, LLC, as Parent Borrower, the Lending Institutions from Time to Time Parties Thereto, Jefferies Finance LLC, as Administrative Agent and Jefferies Group, Inc. as Swing Line Lender and an LC Issuer, dated as of February 8, 2013.

5.First Amendment to Credit Agreement by and among J.G. Wentworth, LLC, Orchard Acquisition Company, LLC, as Parent Borrower, the Lending Institutions from Time to Time Parties Thereto, Jefferies Finance LLC, as Administrative Agent and Jefferies Group, Inc. as Swing Line Lender and an LC Issuer.

6.Voting Trust Agreement, dated November 14, 2013, by and among the Company, JLL JGW Distribution, LLC, JGW Holdco, LLC and the other stockholders of the Company that are signatories thereto.

7.Operating Agreement of JGWPT Holdings, LLC, dated November 14, 2013, by and among the Company, JGWPT Holdings, LLC and the other Members of JGWPT Holdings, LLC party thereto.

8.Tax Receivable Agreement, dated November 14, 2013, by and among the Company, JLL JGW Distribution LLC, JGW Holdco, LLC, Candlewood Special Situations Fund L.P., R3 Capital Partners Master, L.P., The Royal Bank of Scotland PLC, DLJ Merchant Banking Funding, Inc., Peach Group Holdings Inc., David Miller, Randi Sellari, Stefano Sola, and, to the extent described herein, JLL Fund V AIF II, L.P.

9.Administrative Services Agreement, dated as of July 12, 2011, by and between Settlement Funding, LLC and PGHI Corp.

10.Custodial Agreement, dated July 12, 2011, by and between J.G. Wentworth LLC and PGHI Corp.

Exhibit C-1-10

11.Agreement and Plan of Merger, dated as of February 19, 2011, by and among JGWPT Holdings, LLC, J.G. Wentworth, LLC, Peach Acquisition LLC, PeachHI, LLC, PGHI Corp. and Orchard Acquisition Company LLC, as amended.

12.Lease by and between Radnor Properties-201 KOP, L.P. and Green Apple Management Company, LLC, dated September 9, 2010, as amended by the First Amendment, dated February 21, 2011, the Second Amendment, dated January 9, 2012, the Third Amendment, dated August 23, 2012, and the Fourth Amendment, dated March 29, 2013.

13.Letter Agreement by and between J.G. Wentworth, LLC and Stefano Sola, dated August 27, 2009

14.Severance Arrangement by and between JGWPT Holdings, LLC and Stefano Sola, dated August 20, 2012

15.Employment Agreement by and between J.G. Wentworth, LLC and David Miller, dated November 1, 2010, as amended March 11, 2013

16.Amended and Restated Employment Agreement by and between J.G. Wentworth, LLC and Randi Sellari, dated July 23, 2007

Exhibit C-1-11

Schedule III

Scheduled Orders

None.

Exhibit C-1-12

November 14, 2013

Barclays Capital Inc.

Credit Suisse Securities (USA) Inc.

as Representatives of the several Underwriters

c/oBarclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York  10010

Re:JGWPT Holdings Inc.
Initial Public Offering of Class A Common Stock

Ladies and Gentlemen:

We have acted as special counsel to JGWPT Holdings Inc., a Delaware corporation (the “Company”), in connection with the Underwriting Agreement, dated November 8, 2013 (the “Underwriting Agreement”), among you, as representatives of the several Underwriters named therein (the “Underwriters”), J.G. Wentworth, LLC, a Delaware limited liability company (“JG Wentworth”), JGWPT Holdings, LLC, a Delaware limited liability company (“JGWPT Holdings” and, collectively with JG Wentworth and the Company, the “Opinion Parties”) and the Company, relating to the sale by the Company to the Underwriters of 9,750,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.00001 per share (“Class A Common Stock”), and up to an additional 1,462,500 shares of Class A Common Stock (the “Option Shares”) at the Underwriters’ option to cover over-allotments. The Firm Shares and the Option Shares are collectively referred to herein as the Securities.

This letter is being furnished to you pursuant to Section 7(d) of the Underwriting Agreement.

In the above capacity, we have reviewed the registration statement on Form S-1 (File No. 333-191585) of the Company relating to the Securities  filed on October 7, 2013 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Pre-Effective Amendments No. 1 through No. 3 thereto and Post-Effective Amendment No. 1 thereto, including the information deemed to be a part of the registration statement pursuant to Rule 430A of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), and the Notice of Effectiveness of the Commission posted on its website declaring such registration statement effective on November 8, 2013 (such

Exhibit C-1-13

registration statement, as so amended, being hereinafter referred to as the “Registration Statement”), and (i) the preliminary prospectus, dated November 8, 2013 (the “Preliminary Prospectus”), relating to the Securities and (ii) the final prospectus, dated November 8, 2013, relating to the offering of the Securities in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (the “Prospectus”). We also have reviewed such other documents as we deemed appropriate. To our knowledge, based solely upon our review of the Commission’s website, no stop order suspending the effectiveness of the Registration Statement has been issued and, to our knowledge, based solely on a discussion with the Company’s general counsel, no proceedings for that purpose have been instituted or are pending or threatened by the Commission.

In addition, we have participated in conferences with officers and other representatives of the Company, Reed Smith LLP, co-counsel for the Company, representatives of the independent registered public accountants of the Company and representatives of the Underwriters and counsel for the Underwriters at which the contents of the Registration Statement, the Prospectus, the Preliminary Prospectus and related matters were discussed. We do not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Preliminary Prospectus, and have made no independent check or verification thereof (except to the limited extent referred to in paragraphs 9, 10 and 11 of our corporate opinion to you dated as of the date hereof and in our opinion to you dated as of the date hereof regarding tax matters described under the caption “U.S. Federal Income Tax Considerations for Non-United States Holders of Class A Shares” in the Registration Statement, the Prospectus and the Preliminary Prospectus).

On the basis of the foregoing, (i) the Registration Statement, at the time it became effective, and the Prospectus, as of its date, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations (except that in each case we do not express any view as to the financial statements, schedules and other financial information included therein or excluded therefrom) and (ii) no facts have come to our attention that have caused us to believe that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that in each case we do not express any view as to the financial statements, schedules and other financial information included therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement). In addition, on the basis of the foregoing, no facts have come to our attention that have caused us to believe that the Preliminary Prospectus, as of the Applicable Time (as defined below), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that we do not express any view as to the financial statements, schedules and other financial information included therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement to the extent included therein).

Exhibit C-1-14

As used herein, “Applicable Time” means 10:45 a.m. (Eastern time) on November 8, 2013.

This letter is furnished only to you as Representatives of the Underwriters and is solely for the Underwriters’ benefit in connection with the closing occurring today and the offering of the Securities, in each case pursuant to the Underwriting Agreement. Without our prior written consent, this letter may not be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by, or assigned to, any other person for any purpose, including any other person that acquires any Securities or that seeks to assert an Underwriter’s rights in respect of this letter (other than an Underwriter’s successor in interest by means of merger, consolidation, transfer of a business or other similar transaction).

Very truly yours,

Exhibit C-1-15

EXHIBIT C-2

FORM OF OPINION OF COMPANY’S STRUCTURED FINANCE COUNSEL

November 14, 2013

To the parties set forth on Schedule A hereto.

Ladies and Gentlemen:

We have acted as special securitization counsel for certain subsidiaries of JGWPT Holdings, LLC, a Delaware limited liability company (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of shares of the JGWPT Holdings, Inc.’s (the “Issuer”) common stock, par value $0.001 per share (the “Shares”) pursuant to the Registration Statement on Form S-1 filed by the Issuer on October 4, 2013 (the “Preliminary Prospectus”) with the Securities and Exchange Commission (the “Commission”). The Shares, including Shares to cover over-allotments, if any, are being offered for sale, together with the securities registered pursuant to the Issuer’s Registration Statement on Form S-1 (Registration No. 333-191585), as amended, which was declared effective by the Commission on November 8, 2013 (the “Prospectus”), by the Issuer to the underwriters (the “Underwriters”) pursuant to the terms of the Underwriting Agreement, dated November 8, 2013 (the “Underwriting Agreement”), by and among the Issuer, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as representatives of the Underwriters.

For purposes of issuing this letter, we have been requested to review the Preliminary Prospectus and the Prospectus.

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of public officials, and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion, including, without limitation, certain resolutions adopted by the board of directors of the Company and the Issuer.

We have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of this letter and the statements set forth herein.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.  As to facts material to the basis for our statements and assumptions expressed herein, we have reviewed the Preliminary Prospectus and the Prospectus, participated in the preparation of the Preliminary Prospectus and the Prospectus and had conferences with certain officers and employees and counsel of the Issuer, the Company, the Underwriters and counsel to the Underwriters during which conferences and conversations the contents of the Preliminary Prospectus and the Prospectus and related matters were discussed,

but solely with regard to securitization matters.  With your consent, we have relied upon oral and written statements, certifications, and representations of officers and other representatives of the Issuers, and others.  In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary.  We also reviewed certain corporate records and documents, and oral and written statements and certificates of officers and other representatives of the Issuers and others as to the existence and consequence of certain factual and other matters.  With respect to any statement, representation, certificate or assurance on which we have relied and that was given or dated earlier than the date of this letter, we have assumed that the information contained therein has remained accurate, as far as relevant to the statements contained herein, from such earlier date through and including the date of this letter.  We considered the foregoing in light of our understanding of securitization transactions and our experience gained through representing certain subsidiaries of the Company in connection with certain securitization transactions.

The primary purpose of our professional engagement was not to establish or confirm factual matters or financial or quantitative information, and many determinations involved in the preparation of the Preliminary Prospectus and the Prospectus were of a wholly or partially non-legal character or related to legal matters outside the scope of our statements.  Therefore, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in, or incorporated by reference in, the Preliminary Prospectus and the Prospectus (except to the extent expressly set forth in the following paragraph), and have not made an independent check or verification thereof (except as stated below).

Based upon the foregoing, we are of the opinion that:

1. To the best of our knowledge, the information in the Prospectus and the Preliminary Prospectus, regarding securitization transactions of certain subsidiaries of the Company under “ BUSINESS - Funding and Securitization Platform” and “BUSINESS - Regulation”, to the extent that it constitutes matters of law, summaries of legal matters, documents, or legal conclusions, has been reviewed by us and is correct in all material respects and fairly and correctly presents the information provided by the Issuer therein with respect thereto in all material respects.

2. Neither the execution and delivery by the Issuer of the Underwriting Agreement nor the consummation by the Issuer and the Company of the transactions contemplated thereby constitutes a violation of, or a default under, any Securitization Contract (as defined below). For purposes of this opinion, the Securitization Contracts means those agreements set forth on Schedule B hereto.

We are admitted to practice in the Commonwealth of Pennsylvania and the State of New York, and we express no opinion as to any matters governed by any laws other than the laws of the Commonwealth of Pennsylvania, the State of New York and the Federal laws of the United States of America.

Exhibit C-2-2

Statements in this opinion letter that are qualified by the expression “to the best of our knowledge,” or other expressions of like import are based upon the current actual knowledge of Lori L. Lasher, Esq. and Jonathan P. Moyer, Esq who are the only individual attorneys in this Firm who have devoted substantive attention to the review of the Prospectus and the Preliminary Prospectus, but not the knowledge of any other attorney in this Firm or any constructive or imputed knowledge of any information, and any such qualification means that such attorneys do not have any actual knowledge that any statement so qualified is false.

The foregoing statements are rendered only with respect to the laws, rules and regulations that are presently in effect, and applicable court rulings and orders that have been published and are generally available, and that are in our experience normally applicable to securitization transactions.  The statements in this letter are limited to the matters set forth herein, no statement may be inferred or implied beyond the statements expressly stated in this letter, and our statements must be read in conjunction with the assumptions, limitations, exceptions and qualifications set forth in this letter.  We assume no obligation to update this letter to advise you of any change in facts or laws subsequent to the date hereof.

	Very truly yours,
	Reed Smith LLP
LLL/JPM//DMG
legalops

Exhibit C-2-3

Schedule A

Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the several Underwriters named in Schedule I of the Underwriting Agreement

Exhibit C-2-4

Schedule B

1. Master Trust Indenture and Security Agreement, dated as of August 13, 2001, among J.G. Wentworth Management Company, Inc., J.G. Wentworth Receivables V LLC, MBIA Insurance Corporation, and Chase Manhattan Trust Company, N.A. (the “2001-A Indenture”).

2. Series 2001-A Supplement to the 2001-A Indenture, dated as of August 13, 2001, among J.G. Wentworth Management Company, Inc., J.G. Wentworth Receivables V LLC, MBIA Insurance Corporation, and Chase Manhattan Trust Company, N.A., as trustee, and the notes issued pursuant thereto.

3. Master Trust Indenture and Security Agreement, dated as of November 26, 2002, among J.G. Wentworth Management Company, Inc., 321 Henderson Receivables I LLC, MBIA Insurance Corporation, and JPMorgan Chase Bank (the “Indenture”).

4. Amended and Restated Series 2002-A Supplement to the Indenture, dated as of November 15, 2005, among 321 Henderson Receivables I LLC, J.G. Wentworth Management Company, LLC, MBIA Insurance Corporation, Deutsche Bank Trust Company Americas, as the administrative agent and  Wilmington Trust Company, as trustee, and the notes issued pursuant thereto.

5. Amended and Restated Master Trust Indenture and Security Agreement, dated as of November 19, 2003, among J.G. Wentworth Management Company, Inc., 321 Henderson Receivables I LLC, MBIA Insurance Corporation, and JPMorgan Chase Bank (the “Amended and Restated Indenture”).

6. Amended and Restated Series 2003-A Supplement to the Amended and Restated Indenture, dated as of November 15, 2005, among 321 Henderson Receivables I LLC, J.G. Wentworth Management Company, LLC, MBIA Insurance Corporation, Deutsche Bank Trust Company Americas, as the administrative agent and  Wilmington Trust Company, as trustee, and the notes issued pursuant thereto.

7. Amended and Restated Series 2004-A Supplement to the Amended and Restated Indenture, dated as of November 15, 2005, among 321 Henderson Receivables I LLC, J.G. Wentworth Management Company, LLC, MBIA Insurance Corporation, Deutsche Bank Trust Company Americas, as the administrative agent and  Wilmington Trust Company, as trustee, and the notes issued pursuant thereto.

8. Second Amended and Restated Master Trust Indenture and Security Agreement, dated as of November 15, 2005, among J.G. Wentworth Management Company, LLC, 321 Henderson Receivables I LLC, MBIA Insurance Corporation, and Wilmington Trust Company, as trustee (as successor to JPMorgan Chase Bank) (the “Second Amended and Restated Indenture”).

9. Series 2005-1 Supplement to the Second Amended and Restated Indenture, dated as of November 15, 2005, among 321 Henderson Receivables I LLC, J.G. Wentworth Management Company, LLC, MBIA Insurance Corporation, Deutsche Bank Trust Company Americas, as the

Exhibit C-2-5

administrative agent and Wilmington Trust Company, as trustee, and the notes issued pursuant thereto.

10. Master Trust Indenture (the “Program Indenture”), dated as of March 23, 2006, among J.G. Wentworth Management Company, LLC, 321 Henderson Receivables II LLC, MBIA Insurance Corporation, Wilmington Trust Company, as the trustee, and Deutsche Bank Trust Company Americas, as the administrative agent, as amended.

11. 2006-1 Supplement to the Program Indenture, dated as of March 23, 2006, and the notes issued pursuant thereto.

12. 2006-2 Supplement to the Program Indenture, dated as of June 22, 2006, and the notes issued pursuant thereto.

13. 2006-3 Supplement to the Program Indenture, dated as of September 26, 2006, and the notes issued pursuant thereto.

14. 2006-4 Supplement to the Program Indenture, dated as of December 20, 2006, and the notes issued pursuant thereto.

15. 2007-1 Supplement to the Program Indenture, dated as of March 22, 2007, and the notes issued pursuant thereto.

16. 2007-2 Supplement to the Program Indenture, dated as of June 21, 2007, and the notes issued pursuant thereto.

17. 2007-3 Supplement to the Program Indenture, dated as of September 27, 2007, and the notes issued pursuant thereto.

18. Master Trust Indenture, as amended, dated as of March 14, 2008, among J.G. Wentworth Management Company, LLC, as servicer, 321 Henderson Receivables III LLC, Wilmington Trust Company, as the trustee, and Deutsche Bank Trust Company Americas, as the administrative agent and stand-by servicer (the “Series 2008-1 Indenture”).

19. Series 2008-1 Supplement to the Series 2008-1 Indenture, dated as of March 14, 2008, and the notes issued pursuant thereto.

20. Master Trust Indenture, as amended, dated as of May 15, 2008, among J.G. Wentworth Management Company, LLC, as servicer, 321 Henderson Receivables IV LLC, Wilmington Trust Company, as the trustee, and Deutsche Bank Trust Company Americas, as the administrative agent and stand-by servicer (the “Series 2008-2 Indenture”).

21. Series 2008-2 Supplement to the Series 2008-2 Indenture, dated as of May 15, 2008, and the notes issued pursuant thereto.

Exhibit C-2-6

22. Master Trust Indenture, as amended, dated as of December 19, 2008, among 321 Henderson Receivables V LLC, Wilmington Trust Company, as the trustee, and Deutsche Bank Trust Company Americas, as the administrative Agent and initial Master Servicer (the “Series 2008-3 Indenture”).

23. Series 2008-3 Supplement to the Series 2008-3 Indenture, dated as of December 19, 2008, and the notes issued pursuant thereto.

24. Master Trust Indenture, as amended, dated as of April 20, 2010, among 321 Henderson Receivables VI LLC, Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2010-1 Indenture”).

25. Series 2010-1 Supplement to the Series 2010-1 Indenture, as amended, dated as of April 20, 2010, among the parties to the Series 2010-1 Indenture, and the notes issued pursuant thereto.

26. Master Trust Indenture, as amended, dated as of August 12, 2010, among J.G. Wentworth XXI LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2010-2 Indenture”).

27. Series 2010-2 Supplement to the Series 2010-2 Indenture, as amended, dated as of August 12, 2010, among the parties to the Series 2010-2 Indenture, and the notes issued pursuant thereto.

28. Master Trust Indenture, as amended, dated as of November 4, 2010, among J.G. Wentworth XXII LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2010-3 Indenture”).

29. Series 2010-3 Supplement to the Series 2010-3 Indenture, as amended, dated as of November 4, 2010, among the parties to the Series 2010-3 Indenture, and the notes issued pursuant thereto.

30. Master Trust Indenture, dated as of November 18, 2010, among JGW-S LC I, LLC, U.S. Bank National Association as the trustee and collateral trustee and J.G. Wentworth Management Company, LLC (the “Series 2010-C Indenture”).

31. Series 2010-C Supplement to the Series 2010-C Indenture, dated as of November 18, 2010, among JGW-S LC I, LLC, J.G. Wentworth Management Company and U.S. Bank National Association as the trustee and collateral trustee, and the notes issued pursuant thereto.

32. Master Trust Indenture, dated as of November 24, 2010, among LCSS II, LLC, U.S. Bank National Association as the trustee and collateral trustee and J.G. Wentworth Management Company, LLC (the “Series 2010-D Indenture”).

33. Series 2010-D Supplement to the Series 2010-D Indenture, dated as of November 24, 2010, among LCSS II, LLC, J.G. Wentworth Management Company and U.S. Bank National Association as the trustee and collateral trustee, and the notes issued pursuant thereto.

Exhibit C-2-7

34. Master Trust Indenture, dated as of June 16, 2011, among J.G. Wentworth XXIII LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2011-1 Indenture”).

35. Series 2011-1 Supplement to the Series 2011-1 Indenture, dated as of June 16, 2011, among the parties to the Series 2011-1 Indenture, and the notes issued pursuant thereto.

36. Master Trust Indenture, dated as of December 8, 2011, among JGWPT XXIV LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2011-2 Indenture”).

37. Series 2011-2 Supplement to the Series 2011-2 Indenture, dated as of December 8, 2011, among the parties to the Series 2011-2 Indenture, and the notes issued pursuant thereto.

38. First Amended and Restated Master Trust Indenture, dated as of May 11, 2012, among JGW-S III, U.S. Bank National Association as the trustee and collateral trustee and Wentworth as initial master servicer (the “Series 2010-A2 Indenture”).

39. First Amended and Restated Series 2010-A2 Supplement to the Series 2010-A2 Indenture, dated as of May 11, 2012, among the parties to the Series 2010-A2 Indenture.

40. Master Trust Indenture, dated as of March 16, 2012, among JGWPT XXV LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2012-1 Indenture”).

41. Series 2012-1 Supplement to the Series 2012-1 Indenture, dated as of March 16, 2012, among the parties to the Series 2012-1 Indenture, and the notes issued pursuant thereto.

42. Master Trust Indenture, dated as of July 25, 2012, among JGWPT XXVI LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2012-2 Indenture”).

43. Series 2012-2 Supplement to the Series 2012-2 Indenture, dated as of July 25, 2012, among the parties to the Series 2012-2 Indenture, and the notes issued pursuant thereto.

44. Second Amended and Restated Master Trust Indenture, dated as of October 19, 2012, among JGW-S LC II, LLC, U.S. Bank National Association as the trustee and collateral trustee and Wentworth as initial master servicer (the “Series 2011-A Indenture”).

45. Second Amended and Restated Series 2011-A Supplement to the Series 2011-A Indenture, dated as of October 19, 2012, among the parties to the Series 2011-A Indenture, and the notes issued pursuant thereto.

Exhibit C-2-8

46. Master Trust Indenture, dated as of November 19, 2012, among JGWPT XXVII LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2012-3 Indenture”).

47. Series 2012-3 Supplement to the Series 2012-3 Indenture, dated as of November 19, 2012, among the parties to the Series 2012-3 Indenture, and the notes issued pursuant thereto.

48. Master Trust Indenture, dated as of December 27, 2012, among JGW-S IV, LLC, U.S. Bank National Association as the trustee and collateral trustee and Wentworth as initial master servicer (the “Series 2012-A Indenture”).

49. Series 2012-A Supplement to the Series 2012-A Indenture, dated as of December 27, 2012, among the parties to the Series 2012-A Indenture.

50. Master Trust Indenture, dated as of March 20, 2013, among JGWPT XXVIII LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2013-1 Indenture”).

51. Series 2013-1 Supplement to the Series 2013-1 Indenture, dated as of March 20, 2013, among the parties to the Series 2013-1 Indenture, and the notes issued pursuant thereto.

52. Master Trust Indenture, dated as of July 30, 2013, among JGWPT XXIX LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2013-2 Indenture”).

53. Series 2013-2 Supplement to the Series 2013-2 Indenture, dated as of July 30, 2013, among the parties to the Series 2013-2 Indenture, and the notes issued pursuant thereto.

54. Master Trust Indenture, dated as of October 18, 2013, among JGWPT XXX LLC, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas as the administrative agent and initial master servicer (the “Series 2013-3 Indenture”).

55. Series 2013-3 Supplement to the Series 2013-3 Indenture, dated as of October 18, 2013, among the parties to the Series 2013-3 Indenture, and the notes issued pursuant thereto.

56. Indenture, as amended, restated or otherwise modified from time to time, dated as of January 1, 2004, between Structured Receivables Finance #1, LLC and Wells Fargo Bank National Association, as trustee (the “2004-A Peachtree Indenture”), and the notes issued pursuant thereto.

57. Sale and Servicing Agreement, as amended, restated or otherwise modified from time to time, dated as of January 1, 2004, relating to the 2004-A Peachtree Indenture, among Structured Receivables Finance #1, LLC, Settlement Funding, LLC and Wells Fargo Bank National Association, as trustee, back-up servicer and securities intermediary.

58. Indenture, as amended, restated or otherwise modified from time to time, dated as of March 1, 2005, between Structured Receivables Finance #2, LLC and Wells Fargo Bank National

Exhibit C-2-9

Association, as trustee (the “2005-A Peachtree Indenture”), and the notes issued pursuant thereto.

59. Sale and Servicing Agreement, as amended, restated or otherwise modified from time to time, dated as of March 1, 2005, relating to the 2005-A Peachtree Indenture, among Structured Receivables Finance #2, LLC, Settlement Funding, LLC and Wells Fargo Bank National Association, as trustee, back-up servicer and securities intermediary.

60. Indenture, as amended, restated or otherwise modified from time to time, dated as of September 8, 2005, between Peachtree Finance Company #2, LLC and Wells Fargo Bank National Association, as trustee (the “2005-B Peachtree Indenture”), and the notes issued pursuant thereto.

61. The Sale and Servicing Agreement, as amended, restated or otherwise modified from time to time, dated as of September 8, 2005, relating to the 2005-B Peachtree Indenture, among Peachtree Finance Company, LLC, Peachtree Finance Company #2, LLC, Settlement Funding, LLC and Wells Fargo Bank National Association, as trustee, back-up servicer and securities intermediary.

62. Indenture, as amended, restated or otherwise modified from time to time, dated as of March 16, 2006, between Structured Receivables Finance #3, LLC and Wells Fargo Bank National Association, as trustee (the “2006-A Peachtree Indenture”), and the notes issued pursuant thereto.

63. Sale and Servicing Agreement, as amended, restated or otherwise modified from time to time, dated as of March 16, 2006, relating to the 2006-A Peachtree Indenture, among Structured Receivables Finance #3, LLC, Settlement Funding, LLC and Wells Fargo Bank National Association, as trustee, back-up servicer and securities intermediary.

64. Indenture, as amended, restated or otherwise modified from time to time, dated as of December 14, 2006, between Structured Receivables Finance 2006-B, LLC and Wells Fargo Bank National Association, as trustee (the “2006-B Peachtree Indenture”), and the notes issued pursuant thereto.

65. Sale and Servicing Agreement, as amended, restated or otherwise modified from time to time, dated as of December 14, 2006, relating to the 2006-B Peachtree Indenture, among Structured Receivables Finance 2006-B, LLC, Settlement Funding, LLC and Wells Fargo Bank National Association, as trustee, back-up servicer and securities intermediary.

66. Indenture, as amended, restated or otherwise modified from time to time, dated as of January 25, 2010, between Structured Receivables Finance 2010-A, LLC and Wells Fargo Bank National Association, as trustee (the “2010-A Peachtree Indenture”), and the notes issued pursuant thereto.

67. Sale and Servicing Agreement, as amended, restated or otherwise modified from time to time, dated as of January 25, 2010, relating to the 2010-BA Peachtree Indenture, among

Exhibit C-2-10

Structured Receivables Finance 2010-A, LLC, Settlement Funding, LLC and Wells Fargo Bank National Association, as trustee, back-up servicer and securities intermediary.

68. Indenture, as amended, restated or otherwise modified from time to time, dated as of November 23, 2010, between Structured Receivables Finance 2010-B, LLC and Wells Fargo Bank National Association, as trustee (the “2010-B Peachtree Indenture”), and the notes issued pursuant thereto.

69. Sale and Servicing Agreement, as amended, restated or otherwise modified from time to time, dated as of November 23, 2010, relating to the 2010-B Peachtree Indenture, among Structured Receivables Finance 2010-B, LLC, Settlement Funding, LLC and Wells Fargo Bank National Association, as trustee, back-up servicer and securities intermediary.

70.  Credit Agreement, dated as of February 17, 2012, by and among JGW IV, as Borrower, Wentworth, as Master Servicer, Deutsche Bank Trust Company Americas, as Agent and Paying Agent and the Lenders from time to time party thereto, as amended.

71. Amended and Restated Credit Agreement, dated as of July 24, 2013, by and among JGW V, as Borrower, Wentworth, as Master Servicer, Barclays Bank PLC, as Agent, Deutsche Bank Trust Company Americas, as Paying Agent and the Lenders from time to time party thereto, as amended.

Exhibit C-2-11

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

JGWPT HOLDINGS INC.

Pursuant to Sections 228, 242 and 245 of the

General Corporation Law of the State of Delaware

JGWPT HOLDINGS INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

1.     The name of the Corporation is JGWPT Holdings Inc.  The name under which the Corporation was originally incorporated was Wentworth Financial Holdings Inc. and the original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on June 21, 2013.

2.     This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) and by the stockholder of the Corporation in accordance with Section 228, Section 242 and Section 245 of the DGCL.

3.     This Amended and Restated Certificate of Incorporation restates and integrates and further amends the certificate of incorporation of the Corporation, as heretofore amended or supplemented.

4.     The text of the Certificate of Incorporation is restated in its entirety as follows:

FIRST:  The name of the Corporation is JGWPT Holdings Inc. (hereinafter the “Corporation”).

SECOND:  The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904.  The name of its registered agent at that address is National Registered Agents, Inc.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL as set forth in Title 8 of the Delaware Code.

FOURTH:  (1)  Authorized Capital Stock.  The total number of shares of stock that the Corporation shall have authority to issue is 1,600,000,000, of which the Corporation shall have authority to issue 500,000,000 shares of Class A Common Stock, each having a par value of one thousandth of a penny ($0.00001) per share (the “Class A Common Stock”); 500,000,000 shares of Class B Common Stock, each having a par value of one thousandth of a penny ($0.00001) per share (the “Class B Common Stock”); 500,000,000 shares of Class C Common Stock, each having a par value of one thousandth of a penny ($0.00001) per share (the “Class C Common Stock” and, together with the Class A Common Stock and the Class B Common Stock, the “Common Stock”); and 100,000,000 shares of Preferred Stock, each having a par value of one thousandth of a penny ($0.00001) per share (the “Preferred Stock”).

(2)  Common Stock. The powers, preferences, and rights and the qualifications, limitations, and restrictions of the Class A Common Stock, the Class B Common Stock and the Class C Common Stock are as follows:

(a)  Voting Rights.  Except as otherwise required by the DGCL or as provided by or pursuant to the provisions of this Amended and Restated Certificate of Incorporation:

(i)  Each holder of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held of record by such holder. The holders of shares of Class A Common Stock shall not have cumulative voting rights.

(ii)  Each holder of Class B Common Stock shall be entitled to ten (10) votes for each share of Class B Common Stock held of record by such holder.  The holders of shares of Class B Common Stock shall not have cumulative voting rights.

(iii)  The holders of Class A Common Stock and Class B Common Stock shall vote together as a single class on all matters on which stockholders are generally entitled to vote.

(iv)  The holders of Class A Common Stock and Class B Common Stock shall each be entitled to vote separately as a class only with respect to amendments to this Amended and Restated Certificate of Incorporation that increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.

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(v)  The holders of Class C Common Stock shall not be entitled to vote on any matter, except that the holders of Class C Common Stock shall be entitled to vote separately as a class with respect to amendments to this Amended and Restated Certificate of Incorporation that increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.

(b)  Dividends.  Subject to any other provisions of this Amended and Restated Certificate of Incorporation, as it may be amended from time to time, holders of shares of Class A Common Stock and Class C Common Stock shall be entitled to receive ratably, in proportion to the number of shares held by them, such dividends and other distributions in cash, stock, or property of the Corporation when, as, and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.  If the Corporation shall have received a distribution other than a “Tax Distribution” (as such term is defined in the Amended and Restated Limited Liability Company Agreement of JGWPT Holdings, LLC, a Delaware limited liability company (“JGWPT Holdings LLC”), dated as of November 13, 2013 (as amended from time to time, the “JGWPT Holdings LLC Agreement”)), the Board of Directors shall declare, and the Corporation shall pay, a dividend to holders of shares of Class A Common Stock and Class C Common Stock in an aggregate amount equal to the distribution so received from JGWPT Holdings LLC (net of any costs or expenses, if applicable), subject only to applicable law.  Dividends consisting of shares of Class A Common Stock or Class C Common Stock may be paid only to holders of shares of Class A Common Stock or Class C Common Stock, respectively, and only proportionally with respect to each outstanding share of Class A Common Stock or Class C Common Stock.  Except as otherwise provided in this Amended and Restated Certificate of Incorporation, holders of shares of Class B Common Stock shall not be entitled to receive any such dividends and other distributions.

(c)  Liquidation, Dissolution, etc.  In the event of any liquidation, dissolution, or winding up (either voluntary or involuntary) of the Corporation, after payments to creditors of the Corporation that may at the time be outstanding and subject to the rights of any holders of Preferred Stock that may then be outstanding, the holders of shares of Class B Common Stock shall be entitled to receive an amount per share of Class B Common Stock equal to the par value thereof, following which the holders of shares of Class A Common Stock and Class C Common Stock shall be entitled to receive all remaining assets and funds of the Corporation available for distribution, ratably in proportion to the number of shares held by them.

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(d)  Reclassification. The Class A Common Stock, the Class B Common Stock and the Class C Common Stock may not be subdivided, consolidated, reclassified, or otherwise changed unless contemporaneously therewith the other classes of Common Stock and the JGWPT Holdings LLC Common Interests (as defined below) are subdivided, consolidated, reclassified, or otherwise changed in the same proportion and in the same manner.  Pursuant to the JGWPT Holdings LLC Agreement, the JGWPT Holdings LLC Common Interests may not be subdivided, consolidated, reclassified, or otherwise changed unless contemporaneously therewith the Class A Common Stock, the Class B Common Stock and the Class C Common Stock are subdivided, consolidated, reclassified, or otherwise changed in the same proportion and in the same manner.

(e)  Exchange and Redemption.  The holder of each limited liability company interest of JGWPT Holdings LLC designated as a “Common Interest” (a “JGWPT Holdings LLC Common Interest”) other than JGWPT Holdings LLC Common Interests held by the Corporation shall, pursuant to the JGWPT Holdings LLC Agreement, have the right to exchange such JGWPT Holdings LLC Common Interest for one fully paid and nonassessable share of Class A Common Stock (or, in the case of any holder of Non-Voting Common Interests (as such term is defined in the JGWPT Holdings LLC Agreement), one fully paid and nonassessable share of Class C Common Stock), or, at the election of the Corporation, cash in an amount equal to the fair market value of one fully paid and nonassessable share of Class A Common Stock, on and subject to the terms and conditions set forth hereunder and in the JGWPT Holdings LLC Agreement.

(i)  Any holder of JGWPT Holdings LLC Common Interests who wishes to exercise the exchange privilege under the JGWPT Holdings LLC Agreement (other than with respect to Non-Voting Common Interests) shall present and surrender, or cause to be presented and surrendered, to JGWPT Holdings LLC, for further surrender and presentation to the Corporation, the certificate or certificates representing the number of shares of Class B Common Stock that corresponds to such JGWPT Holdings LLC Common Interests surrendered for exchange during the Corporation’s normal business hours at any office or agency of the Corporation maintained for the transfer of Class B Common Stock.  If so required by the Corporation, any certificate for shares surrendered for redemption and cancellation shall be accompanied by instruments of transfer, in form and substance reasonably satisfactory to the Corporation, duly executed by the holder of such shares or his, her or its duly authorized representative.  Each redemption and cancellation of shares of Class B Common Stock shall be deemed to have been effected on the date on which the certificate or certificates representing such shares shall have been surrendered and any required instruments of transfer shall have been received as aforesaid.

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(ii)  As promptly as practicable after the presentation and surrender for redemption and cancellation, as herein provided, of any certificate for shares of Class B Common Stock, the Corporation shall redeem such shares in cash (to the extent the Corporation shall have funds legally available for such payment) at a redemption value equal to the par value of the shares surrendered for redemption.  In case any certificate for shares of Class B Common Stock shall be surrendered for redemption and cancellation of a part only of the shares represented thereby, the Corporation shall deliver at such office or agency of the Corporation maintained for the transfer of Class B Common Stock, to or upon the written order of the holder thereof, a certificate or certificates for the number of shares of Class B Common Stock represented by such surrendered certificate that are not being redeemed.

(iii)  If the Corporation has insufficient funds legally available on the redemption date to redeem shares of Class B Common Stock, the Corporation shall accept any and all shares properly surrendered for exchange and shall hold such shares of Class B Common Stock in trust until the Corporation has sufficient funds legally available for payment of the redemption price for such shares, and the shares of Class B Common Stock so surrendered and so held in trust shall be cancelled only upon payment of the redemption price for such shares of Class B Common Stock.  Notwithstanding the foregoing, shares of Class B Common Stock so surrendered and so held in trust shall be deemed to have been redeemed and cancelled for purposes of the JGWPT Holdings LLC Agreement, and the tendering holder of such shares shall have no voting rights with respect to such shares.

(iv)  In connection with such exercise of the exchange privilege under the JGWPT Holdings LLC Agreement, the Corporation shall (unless the Corporation has elected in accordance with the terms and provisions of the JGWPT Holdings LLC Agreement to pay cash in lieu of shares of Class A Common Stock or Class C Common Stock) issue to JGWPT Holdings LLC a number of shares of Class A Common Stock or Class C Common Stock, as applicable, as requested by JGWPT Holdings LLC in exchange for an equal number of JGWPT Holdings LLC Common Interests (including Non-Voting Common Interests, in the case of an exchange for shares of Class C Common Stock), provided that the aggregate  number of shares of Class A Common Stock and Class C Common Stock so issued shall not exceed the number of JGWPT Holdings LLC Common Interests (including non-Voting Common Interests, in the case of an exchange for shares of Class C Common Stock) surrendered to JGWPT Holdings LLC by the exchanging JGWPT Holdings LLC member.

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(v)  If at any time Restricted Common Interests (as defined in the JGWPT Holdings LLC Agreement) are forfeited and accordingly deemed by JGWPT Holdings LLC to have been cancelled pursuant to the JGWPT Holdings LLC Agreement, the shares of Class B Common Stock corresponding to such forfeited Restricted Common Interests shall automatically be redeemed and cancelled by the Corporation.

(vi)  All shares of Class B Common Stock that shall have been surrendered for redemption and cancellation as herein provided shall be deemed to be retired and may be reissued only in connection with future issuances, if any, of JGWPT Holdings Common Interests, and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall thereupon cease and terminate.

(vii)  Such number of shares of Class A Common Stock and Class C Common Stock as may from time to time be required for exchange pursuant to the terms of the JGWPT Holdings LLC Agreement shall be reserved for issuance upon exchange of outstanding JGWPT Holdings LLC Common Interests (including Non-Voting Common Interests,  in the case of an exchange for shares of Class C Common Stock).

(f)  Transfers.

(i)  No holder of shares of Class B Common Stock may transfer shares of Class B Common Stock to any Person unless such holder transfers an equal number of JGWPT Holdings LLC Common Interests (subject to any restrictions contained in the JGWPT Holdings LLC Agreement), and, if a holder of shares of Class B Common Stock transfers JGWPT Holdings LLC Common Interests, such holder must transfer an equal number of shares of Class B Common Stock to the same Person.  The term “Person” means both natural persons and legal entities.

(ii)  Any purported transfer of shares of Class B Common Stock not permitted hereunder shall be null and void.  The Corporation may, as a condition to the transfer or the registration of transfer of shares of Class B Common Stock, require the furnishing of such affidavits or other proof as it deems necessary to establish that such transferee is permitted to hold such shares of Class B Common Stock under the terms hereof and under the JGWPT Holdings LLC Agreement.

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(iii)  Any holder of shares of Class C Common Stock may at any time convert all or any portion of its Class C Common Stock into an equal number of shares of Class A Common Stock.

(g)  No Preemptive or Subscription Rights.  No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

(3)  Preferred Stock.  The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the DGCL, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.

(4)  Power to Sell and Purchase Shares.  Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law; provided, however, that the Corporation shall only be permitted to issue and sell shares of (a) Class A Common Stock and Class C Common Stock to the extent such issuance and sale complies with the JGWPT Holdings LLC Agreement and (b) Class B Common Stock in connection with the issuance by JGWPT Holdings LLC of JGWPT Holdings LLC Common Interests in connection with any new capital raises, reclassifications, interest splits or exchanges, distributions, mergers or other business combinations, or recapitalizations.  In furtherance of the foregoing, each time JGWPT Holdings LLC shall issue JGWPT Holdings LLC Common Interests (other than Non-Voting Common Interests) in connection with any new capital raises, reclassifications, interest splits or exchanges, distributions, mergers or other business combinations, or recapitalizations, the Corporation shall

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issue and sell to the holder of such JGWPT Holdings LLC Common Interests an equal number of shares of Class B Common Stock at a purchase price equal to the par value of such shares, subject only to the payment of the applicable purchase price therefor by the holder thereof.  Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.  In the event that the Corporation determines to repurchase any shares of Class A Common Stock or Class C Common Stock, the Corporation shall, as the managing member of JGWPT Holdings LLC, cause JGWPT Holdings LLC to repurchase from the Corporation an equal number of JGWPT Holdings LLC Common Interests, and the proceeds received by the Corporation from JGWPT Holdings LLC in such repurchase shall be used by the Corporation to fund the Corporation’s repurchase of shares of Class A Common Stock or Class C Common Stock.

FIFTH:  The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation, and regulation of the powers of the Corporation and of its directors and stockholders:

(1)  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(2)  The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to, or repeal the By-Laws of the Corporation.

(3)  The Board of Directors shall consist of not less than three nor more than eleven members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority in voting power of the Board of Directors.  Election of directors need not be by written ballot unless the By-Laws so provide.

(4)  Pursuant to that certain Director Designation Agreement, to be entered into as of November 14, 2013 (the “Director Designation Agreement”), by and between the JLL Holders (as defined in the Director Designation Agreement) and the Corporation, JLL (as defined in the Director Designation Agreement) has the right to designate a specified number of designees for election to the Board of Directors, as set forth therein. Each director designated by JLL shall be entitled to cast two (2) votes on each matter presented to the Board of Directors, as permitted under Section 141(d) of the DGCL; provided, however, that each such director shall be entitled to cast only one (1) vote on each matter

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presented to the Board of Directors from and after the earlier to occur of (a) such time as the Corporation ceases to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (the “NYSE”) (or, if the Corporation’s securities are not then listed for trading on the NYSE, the applicable corporate governance standards of such other exchange on which the Corporation’s securities are then listed for trading) or (b) such time as JLL ceases to hold, in the aggregate, at least 934,488 JGWPT Holdings LLC Common Interests (or the corresponding securities of any successor thereto) or at least 20% of the aggregate number of JGWPT Holdings LLC Common Interests (or the corresponding securities of any successor thereto) then held by members of JGWPT Holdings LLC who were members of JGWPT Holdings LLC (or its predecessor by the same name) on July 12, 2011.  With respect to all other directors of the Corporation, each such director shall be entitled to cast one (1) vote on each matter presented to the Board of Directors.

(5)  The directors shall be divided into three (3) classes, designated Class I, Class II, and Class III.  Each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the entire Board of Directors, with two classes each having one director designated by JLL and one class having two directors designated by JLL.  The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority in voting power of the Board of Directors.  The term of the initial Class I directors shall terminate on the date of the 2014 annual meeting; the term of the initial Class II directors shall terminate on the date of the 2015 annual meeting; and the term of the initial Class III directors shall terminate on the date of the 2016 annual meeting.  At each succeeding annual meeting of stockholders beginning in 2014, successors to the class of directors whose term expires at that annual meeting shall be elected for a term of three (3) years by a plurality of the votes of the shares of Class A Common Stock and Class B Common Stock, voting together as a single class, present in person or represented by proxy at such annual meeting and entitled to vote thereon.  If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain as nearly equal as possible the number of votes to be cast by the directors in each class, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

(6)  A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification, or removal from office.  Any director may resign at any time in accordance with the By-Laws.

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(7)  Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled only by a majority in voting power of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled only by a majority in voting power of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director.  Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class.  Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.  Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66.67% voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors.  Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies, and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by the terms of such class or series of Preferred Stock.

(8)  No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that to the extent required by the provisions of Section 102(b)(7) of the DGCL or any successor statute, or any other laws of the State of Delaware, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended after the date of this Amended and Restated Certificate of Incorporation to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided in this Amended and Restated Certificate of Incorporation, shall be limited to the fullest extent permitted by the DGCL, as so amended.  Any repeal or modification of this Clause (8) of Article FIFTH shall not adversely affect any limitation on the personal liability or any right or protection of a

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director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

(9)  In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors that would have been valid if such By-Laws had not been adopted.

(10)  For so long as PGHI Corp. or its assignee, as applicable, is entitled to designate one member of the Board of Directors of the Corporation pursuant to the terms of the Voting Agreement, the Corporation shall not, and shall not permit any of its controlled affiliates to, acquire more than a 4.9% interest in any insured depository institution, bank holding company or savings and loan holding company without the prior approval of a majority of the Board of Directors, including the affirmative vote of the director designated by PGHI Corp. or its assignee(s), as applicable.

SIXTH:  Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide.  The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

SEVENTH:  Unless otherwise required by law, Special Meetings of Stockholders, for any purpose or purposes, may be called either (i) by the Chairman of the Board of Directors, if there be one, or (ii) by the Chief Executive Officer of the Corporation at the request in writing of (a) directors constituting a majority of the voting power of the entire Board of Directors or (b) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority include the power to call such meetings.  The ability of the stockholders to call a Special Meeting of Stockholders is hereby specifically denied.

EIGHTH:  Until such time as JLL ceases to hold shares of Class A Common Stock and Class B Common Stock entitling them to exercise at least a majority of the combined voting power of the Class A Common Stock and Class B Common Stock issued and outstanding, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of

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outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with Section 228 of the DGCL and the Corporation’s By-Laws.  From and after the time that  JLL ceases to hold at least a majority of the combined voting power of the Class A Common Stock and Class B Common Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called Annual or Special Meeting of the Corporation, and the ability of the stockholders to consent in writing to the taking of any action shall be specifically denied.

NINTH:  (1) Certain Acknowledgments. In recognition and anticipation that: (i) partners, principals, directors, officers, members, managers and/or employees of JLL Partners, Inc., JGW Holdco, LLC, JLL JGW Distribution, LLC, various investment funds managed by BlackRock Financial Management, DLJ Merchant Banking Partners IV, L.P., PGHI Corp. and their respective affiliates and investment funds (collectively, the “Corporate Opportunity Entities”) may serve as directors and/or officers of the Corporation, (ii) the Corporate Opportunity Entities may engage in the same or similar activities or related lines of business as those in which the Corporation or its subsidiaries, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation or its subsidiaries, directly or indirectly, may engage, and (iii) the Corporation and its subsidiaries may engage in material business transactions with the Corporate Opportunity Entities and that the Corporation and its subsidiaries are expected to benefit therefrom, the provisions of this Article NINTH are set forth to regulate and define the conduct of certain affairs of the Corporation as they may involve the Corporate Opportunity Entities and their partners, principals, directors, officers, members, managers and/or employees and the powers, rights, duties and liabilities of the Corporation, the Corporation’s subsidiaries and their respective officers, directors, members, managers and stockholders in connection therewith.

(2) Competition and Corporate Opportunities.  The Corporate Opportunity Entities shall not have any duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as the Corporation or its subsidiaries.  In the event that any Corporate Opportunity Entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and the Corporation or any of its subsidiaries, neither the Corporation nor any of its subsidiaries shall, except as otherwise provided in paragraph (3) below, have any expectancy in such corporate opportunity and the Corporate Opportunity Entity shall not have any duty to communicate or offer such corporate opportunity to the Corporation or any of its subsidiaries and may pursue or acquire such corporate opportunity for itself or direct such corporate opportunity to another Person.

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(3)  Allocation of Corporate Opportunities.  In the event that a director of the Corporation or any of its subsidiaries who is also a partner, principal, director, officer, member, manager and/or employee of a Corporate Opportunity Entity acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Corporation or any of its subsidiaries and any Corporate Opportunity Entity, neither the Corporation nor any of its subsidiaries shall have any expectancy in such corporate opportunity.  In the event that any other director of the Corporation or any of its subsidiaries acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Corporation or any of its subsidiaries, neither the Corporation nor any of its subsidiaries shall have any expectancy in such corporate opportunity unless such potential transaction or matter was presented to such director expressly in his or her capacity as such.

(4)  Certain Matters Deemed Not Corporate Opportunities.  In addition to and notwithstanding the foregoing provisions of this Article NINTH, a corporate opportunity shall not be deemed to belong to the Corporation or any of its subsidiaries if it is a business opportunity that the Corporation and its subsidiaries are not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of business of the Corporation and its subsidiaries or is of no practical advantage to the Corporation and its subsidiaries or is one in which the Corporation and its subsidiaries have no interest or reasonable expectancy.

(5)  Deemed Notice.  Any person or entity purchasing or otherwise acquiring any interest in any shares of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article NINTH.

(6)  Termination of this Article. This Article NINTH shall terminate automatically and become void, without any further action by the Corporation, at such time as the Corporate Opportunity Entities collectively own less than 15% in the aggregate of the combined voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors.

TENTH:  The Corporation shall not be governed by the provisions of Section 203 of the DGCL.

ELEVENTH:  The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his heirs, executors, and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to

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indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his heirs, executors, or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.  The right to indemnification conferred by this Article ELEVENTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article ELEVENTH.

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article ELEVENTH to directors and officers of the Corporation.

The rights to indemnification and to the advancement of expenses conferred in this Article ELEVENTH shall not be exclusive of any other right that any person may have or hereafter acquire under this Amended and Restated Certificate of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors, pursuant to the direction (howsoever embodied) of any court of competent jurisdiction, or otherwise.

Any repeal or modification of this Article ELEVENTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee, or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

TWELFTH: The affirmative vote of at least a majority in voting power of the entire Board of Directors shall be required in order for the Board of Directors to adopt, amend, alter or repeal the Corporation’s By-Laws.  The Corporation’s By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least 66.67% of the voting power of the shares entitled to vote in connection with the election of directors of the Corporation.  Notwithstanding the foregoing or anything contained in this Amended and Restated Certificate of Incorporation or the By-Laws to the contrary, any provision in the By-laws that requires for any action more than the affirmative vote of the holders of at least 66.67% of the voting power of the shares entitled to vote in connection with the election of directors of the Corporation may only be amended or repealed by a vote equal to the vote called for in such provision.

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THIRTEENTH:  Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director, officer, or employee of the Corporation arising pursuant to any provision of the DGCL or the Corporation’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim against the Corporation or any director, officer, or employee of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware.  Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.   Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article THIRTEENTH.

FOURTEENTH:  The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Amended and Restated Certificate of Incorporation (and in addition to any other vote that may be required by law), the affirmative vote of the holders of (i) at least 66.67 % of the combined voting power of the shares entitled to vote at an election of directors shall be required to amend, alter, change, or repeal, or to adopt any provision as part of this Amended and Restated Certificate of Incorporation inconsistent with the purpose and intent of Articles FIFTH, EIGHTH, or NINTH of this Amended and Restated Certificate of Incorporation and (ii) at least 85% of the voting power of the shares entitled to vote at an election of directors shall be required to amend, alter, change, or repeal, or to adopt any provision as part of this Amended and Restated Certificate of Incorporation inconsistent with the purpose and intent of Article ELEVENTH or this Article FOURTEENTH.

FIFTEENTH:  If any provision in this Amended and Restated Certificate of Incorporation is determined to be invalid, void, illegal, or unenforceable, the remaining provisions of this Amended and Restated Certificate of Incorporation shall continue to be valid and enforceable and shall in no way be affected, impaired, or invalidated.

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be duly executed on its behalf this 13th day of November, 2013.

JGWPT HOLDINGS INC.
By:	/s/ David Miller
Name:	David Miller
Title:	Chief Executive Officer

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

OF

JGWPT HOLDINGS INC.

A Delaware Corporation

Effective November 13, 2013

TABLE OF CONTENTS

		Page
ARTICLE I OFFICES		1
Section 1.1	Registered Office	1
Section 1.2	Other Offices	1
ARTICLE II MEETINGS OF STOCKHOLDERS		1
Section 2.1	Place of Meetings	1
Section 2.2	Annual Meetings	1
Section 2.3	Special Meetings	1
Section 2.4	Notice	2
Section 2.5	Adjournments	2
Section 2.6	Quorum	3
Section 2.7	Voting	3
Section 2.8	Proxies	4
Section 2.9	Consent of Stockholders in Lieu of Meeting	5
Section 2.10	List of Stockholders Entitled to Vote	6
Section 2.11	Record Date	7
Section 2.12	Stock Ledger	8
Section 2.13	Conduct of Meetings	9
Section 2.14	Inspectors of Election	9
Section 2.15	Nature of Business at Meeting of Stockholders	10
Section 2.16	Nomination of Directors	14
ARTICLE III DIRECTORS		19
Section 3.1	Number and Election of Directors	19
Section 3.2	Vacancies	20
Section 3.3	Duties and Powers	20
Section 3.4	Meetings	20
Section 3.5	Organization	21
Section 3.6	Resignations and Removals of Directors	22
Section 3.7	Quorum	22
Section 3.8	Actions of the Board by Written Consent	23
Section 3.9	Meetings by Means of Conference Telephone	23
Section 3.10	Committees	23
Section 3.11	Compensation	25
Section 3.12	Interested Directors	25

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ARTICLE IV OFFICERS		26
Section 4.1	General	26
Section 4.2	Election	26
Section 4.3	Voting Securities Owned by the Corporation	27
Section 4.4	Chairman of the Board of Directors	27
Section 4.5	Chief Executive Officer	28
Section 4.6	President	29
Section 4.7	Executive and Senior Vice Presidents; Vice Presidents	29
Section 4.8	Secretary	30
Section 4.9	Treasurer	31
Section 4.10	Assistant Secretaries	32
Section 4.11	Assistant Treasurers	32
Section 4.12	Other Officers	33
ARTICLE V STOCK		33
Section 5.1	Shares of Stock	33
Section 5.2	Signatures	33
Section 5.3	Lost Certificates	34
Section 5.4	Transfers	34
Section 5.5	Dividend Record Date	35
Section 5.6	Record Owners	35
Section 5.7	Transfer and Registry Agents	36
ARTICLE VI NOTICES		36
Section 6.1	Notices	36
Section 6.2	Waivers of Notice	36
ARTICLE VII GENERAL PROVISIONS		37
Section 7.1	Dividends	37
Section 7.2	Disbursements	38
Section 7.3	Fiscal Year	38
Section 7.4	Corporate Seal	38
ARTICLE VIII INDEMNIFICATION		38
Section 8.1	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	38
Section 8.2	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	39
Section 8.3	Authorization of Indemnification	40
Section 8.4	Good Faith Defined	41
Section 8.5	Indemnification by a Court	41

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Section 8.6	Expenses Payable in Advance	42
Section 8.7	Nonexclusivity of Indemnification and Advancement of Expenses	42
Section 8.8	Insurance	43
Section 8.9	Certain Definitions	43
Section 8.10	Survival of Indemnification and Advancement of Expenses	44
Section 8.11	Limitation on Indemnification	44
Section 8.12	Indemnification of Employees and Agents	45
ARTICLE IX AMENDMENTS		45
Section 9.1	Amendments	45
Section 9.2	Entire Board of Directors	46

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AMENDED AND RESTATED

BY-LAWS

OF

JGWPT HOLDINGS INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1.1            Registered Office.  The registered office of the Corporation shall be in the City of Dover, County of Kent, and State of Delaware.

Section 1.2            Other Offices.  The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1            Place of Meetings.  Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.

Section 2.2            Annual Meetings.  The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors.  Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 2.3            Special Meetings.  Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to

time (the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose or purposes, may be called either (i) by the Chairman of the Board, if there be one, or (ii) by the Chief Executive Officer at the request in writing of (a) directors constituting a majority in voting power of the entire Board of Directors, or (b) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority include the power to call such meetings.  At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 2.4            Notice.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called.  Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

Section 2.5            Adjournments.  Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned

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meeting in accordance with the requirements of Section 2.4 hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 2.6            Quorum.  Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority in voting power of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.5 hereof, until a quorum shall be present or represented.

Section 2.7            Voting.  Unless otherwise required by law, the Certificate of Incorporation or these By-Laws or permitted by the rules of any stock exchange on which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class.  Unless otherwise provided in the Certificate of Incorporation, and subject to Section 2.11(a), each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder.  Such votes may be cast in person or by proxy as provided in Section 2.8.  The Board of Directors, in its discretion, or the officer of the Corporation

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presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 2.8            Proxies.  Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period.  Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(i)            A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy.  Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii)           A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram or cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be

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submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.  If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.9            Consent of Stockholders in Lieu of Meeting.  Only to the extent that such action is not prohibited by the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Delivery made to the

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Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 2.9 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given by the Corporation to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this Section 2.9.

Section 2.10          List of Stockholders Entitled to Vote.  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and

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showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held or (ii) during ordinary business hours, at the principal place of business of the Corporation.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.11          Record Date.

(a)           In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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(b)           Only to the extent that action by written consent of the stockholders is not prohibited by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 2.12          Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the

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list required by Section 2.10 or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 2.13          Conduct of Meetings.  The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate.  Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following:  (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

Section 2.14          Inspectors of Election.  In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman of the Board, the Chief Executive Officer or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof.  One or more other persons may be designated

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as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting.  Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.  The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

Section 2.15          Nature of Business at Meeting of Stockholders.

(a)             Only such business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section 2.16) may be transacted at an Annual Meeting of Stockholders as is either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (iii) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.15 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting and (B) who complies with the notice procedures set forth in this Section 2.15.

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(b)           In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

(c)           To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs.  In no event shall the adjournment or postponement of an Annual Meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(d)           To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (i) as to each matter such stockholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought before the Annual Meeting and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these bylaws, the text of the proposed

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amendment), and the reasons for conducting such business at the Annual Meeting, and (ii) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (A) the name and address of such person, (B) (I) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (C) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with or relating to (I) the Corporation or (II) the proposal, including any material interest in, or anticipated benefit from the proposal to such person,

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or any affiliates or associates of such person, (D) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting; and (E) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

(e)           A stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.15 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the Annual Meeting.

(f)            No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 2.15; provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 2.15 shall be deemed to preclude discussion by any stockholder of any such business.  If the chairman of an Annual Meeting determines that business was not

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properly brought before the Annual Meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

(g)           Nothing contained in this Section 2.15 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 2.16          Nomination of Directors.

(a)           Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances.  Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.16 of this Article II and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting or Special Meeting and (B) who complies with the notice procedures set forth in this Section 2.16.

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(b)           In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

(c)           To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (i) in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred and twenty (120)  days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (ii) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs.  In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(d)           To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (i) as to each person whom the

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stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) (I) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (D) such person’s written representation and agreement that such person (I) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (II) is not and will not become a party to any

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agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation in such representation and agreement and (III) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation and (E) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (A) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (B) (I) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (IV) whether and

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the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (C) a description of (I) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (II) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to the Corporation or their ownership of capital stock of the Corporation, and (III) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (D) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice; and (E) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.  Such notice must be

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accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(e)           A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.16 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting.

(f)            No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.16.  If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

ARTICLE III

DIRECTORS

Section 3.1            Number and Election of Directors.  The Board of Directors shall consist of not less than three nor more than eleven members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors.  Except as provided in Section 3.2, directors shall be elected by a plurality of the votes cast at each Annual Meeting of Stockholders and each director so

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elected shall hold office until the next Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal.  Directors need not be stockholders.

Section 3.2            Vacancies.  Unless otherwise required by law or the Certificate of Incorporation, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled only by a majority in voting power of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled only by a majority in voting power of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director.  Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class.  Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

Section 3.3            Duties and Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

Section 3.4            Meetings.  The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware.  Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time and at such place as may from time to time be

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determined by the Board of Directors or such committee, respectively.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, if there be one, the Chief Executive Officer or the Board of Directors.  Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the Chief Executive Officer, or any director serving on such committee.  Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram, or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 3.5            Organization.  At each meeting of the Board of Directors or any committee thereof, the Chairman of the Board of Directors or the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority in voting power of the directors present, shall act as chairman.  Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors and of each committee thereof.  In case the Secretary shall be absent from any meeting of the Board of Directors or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.  Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the

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Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 3.6            Resignations and Removals of Directors.  Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing to the Chairman of the Board of Directors, if there be one, the Chief Executive Officer or the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if there be one.  Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.  Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at least 66.67% of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.  Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.

Section 3.7            Quorum.  Except as otherwise required by law, the Certificate of Incorporation or the rules and regulations of any securities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading, at all meetings of the Board of Directors or any committee thereof, a majority in voting power of the entire Board of Directors or a majority in voting power of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority in voting power of the directors or

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committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable.  If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 3.8            Actions of the Board by Written Consent.  Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 3.9            Meetings by Means of Conference Telephone.  Unless otherwise provided in the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting.

Section 3.10          Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  Each member of a committee must meet the requirements for membership,

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if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee.  Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member.  Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  Each committee shall keep regular minutes and report to the Board of Directors when required.  Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these By-Laws and, to the extent that there is any

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inconsistency between these By-Laws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

Section 3.11          Compensation.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for service as committee members.

Section 3.12          Interested Directors.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority in voting power of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to

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the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 4.1            General.  The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, a Secretary and a Treasurer.  The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Assistant Secretaries, Assistant Treasurers and other officers.  Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws.  The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 4.2            Election.  The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders (or action by written consent of stockholders in lieu of the Annual Meeting of Stockholders, if not prohibited by the Certificate of Incorporation), shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined

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from time to time by the Board of Directors; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal.  Any officer elected by the Board of Directors may be removed at any time by the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.  The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.3            Voting Securities Owned by the Corporation.  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, Chief Financial Officer, or any Executive Vice President or Senior Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.  The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.4            Chairman of the Board of Directors.  The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors.  The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the

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President as the Chief Executive Officer, and, except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors.  During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President.  The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 4.5            Chief Executive Officer.  The Chief Executive Officer shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business and affairs of the Corporation and of its several officers and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The Chief Executive Officer shall have the power to execute, by and on behalf of the Corporation, all deeds, bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the Chief Executive Officer.  In the absence or disability of the Chairman of the Board of Directors, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and, provided the Chief Executive Officer is also a director, at all meetings of the Board of Directors.  The Chief Executive Officer shall also perform such other

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duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

Section 4.6            President.  The President shall, subject to the control of the Board of Directors, the Chairman of the Board of Directors, if there be one, and the Chief Executive Officer, have general supervision of the business and affairs of the Corporation.  The President shall have the power to execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the Chief Executive Officer.  In general, the President shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to the President by the Board of Directors, the Chairman of the Board of Directors, if there be one, or the Chief Executive Officer.  In the absence or disability of the Chairman of the Board of Directors and the Chief Executive Officer, the President shall preside at all meetings of the stockholders and, provided the President is also a director, at all meetings of the Board of Directors.  In the event of the inability or refusal of the Chief Executive Officer to act, the Board of Directors may designate the President to perform the duties of the Chief Executive Officer, and, when so acting, the President shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

Section 4.7            Executive and Senior Vice Presidents; Vice Presidents.  At the request of the Chief Executive Officer or the President, or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of

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the Board of Directors), the Executive Vice President, or the Executive Vice Presidents, if there are more than one (in the order designated by the Board of Directors), or in the absence of any Executive Vice President or in the event of the inability or refusal of each Executive Vice President to act, the Senior Vice President, or the Senior Vice Presidents, if there are more than one (in the order designated by the Board of Directors), or in the absence of any Senior Vice President or in the event of the inability or refusal of each Senior Vice President to act, the Vice President, or the Vice Presidents, if there are more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Each Executive Vice President, Senior Vice President, and Vice President shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President from time to time may prescribe.  If there be no Chairman of the Board of Directors, no Chief Executive Officer, no Executive Vice President, no Senior Vice President, and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4.8            Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required.  The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings

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of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer or the President, under whose supervision the Secretary shall be.  If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given.  The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature.  The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.9            Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the President and the Board of Directors, at its regular meetings, or when the Board of

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Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.  The Chief Financial Officer of the Corporation shall have all the powers of and be subject to all the restrictions upon the Treasurer.

Section 4.10          Assistant Secretaries.  Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President or Senior Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 4.11          Assistant Treasurers.  Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President or Senior Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and

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be subject to all the restrictions upon the Treasurer.  If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.  The Chief Accounting Officer of the Corporation shall have all the powers of and be subject to all the restrictions upon the Assistant Treasurer.

Section 4.12          Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors.  The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 5.1            Shares of Stock.    Except as otherwise provided in a resolution approved by the Board of Directors, all shares of capital stock of the Corporation shall be uncertificated shares.

Section 5.2            Signatures.  Any or all of the signatures on a certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such

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officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.3            Lost Certificates.  The Board of Directors may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.4            Transfers.  Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws.  Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment

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of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement.  With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof.  No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5.5            Dividend Record Date.  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.6            Record Owners.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments

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a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 5.7            Transfer and Registry Agents.  The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI

NOTICES

Section 6.1            Notices.  Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Written notice may also be given personally or by telegram, telex or cable.

Section 6.2            Waivers of Notice.  Whenever any notice is required by applicable law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting,

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except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1            Dividends.  Dividends upon the capital stock of the Corporation, subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”) and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 3.8 hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

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Section 7.2            Disbursements.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.3            Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.4            Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 8.1            Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation.  Subject to Section 8.3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of

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the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 8.2            Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.  Subject to Section 8.3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the

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adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 8.3            Authorization of Indemnification.  Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be.  Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by the affirmative vote of a majority in voting power of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority in voting power of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders.  Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation.  To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

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Section 8.4            Good Faith Defined.  For purposes of any determination under Section 8.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise.  The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be.

Section 8.5            Indemnification by a Court.  Notwithstanding any contrary determination in the specific case under Section 8.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 8.1 or Section 8.2.  The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be.  Neither a contrary determination in the specific case

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under Section 8.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.  Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application.  If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 8.6            Expenses Payable in Advance.  Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.  Such  expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 8.7            Nonexclusivity of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the

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Corporation that indemnification of the persons specified in Section 8.1 and Section 8.2 shall be made to the fullest extent permitted by law.  The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.1 or Section 8.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 8.8            Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 8.9            Certain Definitions.  For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would

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have with respect to such constituent corporation if its separate existence had continued.  The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent.  For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 8.10          Survival of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.11         Limitation on Indemnification.  Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part

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thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 8.12          Indemnification of Employees and Agents(a).  The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 9.1            Amendments.  These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of the stockholders or Board of Directors, as the case may be.  The affirmative vote of at least a majority in voting power of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s By-Laws.  The Corporation’s By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least 66.67% of the voting power of the shares entitled to vote in connection with the election of directors of the Corporation.  Notwithstanding the foregoing or anything contained in these By-Laws to the contrary, any provision in the By-laws that requires for any action more than the affirmative vote of the holders of at least 66.67% of the voting power of the shares entitled to vote in connection with the election of directors of the Corporation may only be amended or repealed by a vote equal to the vote called for in such provision.

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Section 9.2            Entire Board of Directors.  As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

Adopted as of: November 13, 2013

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EX-4.1

Exhibit 4.1

WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JGWPT HOLDINGS INC. AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH CERTIFICATE OF INCORPORATION AND THE TERMS HEREOF.  A COPY OF SUCH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IS ON FILE WITH THE SECRETARY OF JGWPT HOLDINGS INC. AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID CERTIFICATE OF INCORPORATION AND THE TERMS HEREOF.

NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JGWPT HOLDINGS INC. AND THE TERMS HEREOF.

Warrant Certificate No.: 1

Original Issue Date:  November 14 , 2013

FOR VALUE RECEIVED, JGWPT Holdings Inc., a Delaware corporation (the “Company”), hereby certifies that PGHI Corp., or its registered assigns (the “Holder”) is entitled to purchase from the Company 483,217 duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (as defined below) at a purchase price per share of $35.78 (the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant.  Certain capitalized terms used herein are defined in Section 1 hereof.

1.Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

“Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price.

“Board” means the board of directors of the Company.

“Business Day” means any day on which banks located in the States of New York and Pennsylvania are not required or authorized by law to remain closed.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the Class A common stock, par value $0.00001 per share, of the Company, and any capital stock into which such Class A Common Stock shall have been converted, exchanged or reclassified following the date hereof.

“Company” has the meaning set forth in the Preamble.

“Company’s Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware, as amended.

“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York, New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, the Warrant and the Aggregate Exercise Price.

“Exercise Notice” has the meaning set forth in Section 3(a)(i).

“Exercise Period” has the meaning set forth in Section 2.

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“Exercise Price” has the meaning set forth in the Preamble.

“Fair Market Value” means the volume weighted average sale price per share of Common Stock on the New York Stock Exchange on such date, or if the Common Stock is not listed on the New York Stock Exchange, on the principal national securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national securities exchange, an automated quotation system on which the Common Stock is then listed or authorized for quotation, in each case as reported by Bloomberg Financial Markets (or any successor thereto) through its “Volume at Price” functions and ignoring any block trades (which, for purposes of this definition means any transfer of more than 100,000 shares (subject to adjustment to reflect stock dividends, stock splits, stock combinations and other similar events)), and if the Common Stock is not then listed on a national securities exchange or authorized for quotation on an automated quotation system, such value as the Board, in its reasonable discretion, shall determine.

“Holder” has the meaning set forth in the Preamble.

“Management Stock Option Plans” means the JGWPT Holdings Inc. 2013 Omnibus Incentive Plan, as and to the extent adopted by the Company, and any other equity compensation plan adopted by the Board.

“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

“Original Issue Date” means November 14, 2013.

“Original Price” has the meaning set forth in Section 4(a).

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

“PGHI Warrants” means the warrants originally issued by the Company on the Original Issue Date, as the same may be replaced, amended or modified from time to time.

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

2.Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time beginning on the date that is one hundred eighty (180) days immediately following the Original Issue Date and prior to 5:00 p.m., New York Time, on January 8, 2022 (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).

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3.Exercise of Warrant.

(a)Exercise Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, and unless otherwise requested by the holder hereof, this Warrant shall be deemed to have been exercised and such certificate or certificates representing Warrant Shares shall be deemed to have been issued, and the holder or transferee so designated in the Exercise Notice shall be deemed to have become the holder of record of such Warrant Shares for all purposes, as of the close of business on the date on which the Holder:

(i)surrenders this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, together with an appropriate bond if requested by the Company), together with an Exercise Notice in the form attached hereto as Exhibit A (each, an “Exercise Notice”), duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and

(ii)makes payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(b)Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Exercise Notice, by the following methods:

(i)by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

(ii)by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price; provided that the method set forth in this clause (ii) shall be permitted only so long as the Common Stock is listed for trading on the New York Stock Exchange or another national securities exchange;

(iii)by surrendering to the Company (x) Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price and/or (y) other securities of the Company or JGWPT Holdings, LLC having a value as of the Exercise Date equal to the Aggregate Exercise Price (which value in the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest, in the case of preferred stock shall be the liquidation value thereof, including accrued and unpaid dividends, and in the case of shares of Common Stock shall be the Fair Market Value thereof); or

(iv)any combination of the foregoing.

In the event of any withholding of Warrant Shares or surrender of other equity securities pursuant to clause (ii), (iii), or (iv) above where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up or down to the nearest whole share and the Company shall make a cash payment to the Holder

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(by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a share being so withheld or surrendered multiplied by (y) in the case of Common Stock, the Fair Market Value per Warrant Share as of the Exercise Date, and, in all other cases, the value thereof as of the Exercise Date determined in accordance with clause (ii)(y) above.

(c)Delivery of Stock Certificates. Upon receipt by the Company of the Exercise Notice, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, or evidence that Warrant Shares have been issued in book-entry form, together with cash in lieu of any fraction of a share, as provided in Section 3(d) hereof.  Any stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Notice and shall be registered in the name of the Holder or, subject to compliance with Section 6 below, such other Person’s name as shall be designated in the Exercise Notice. This Warrant shall be deemed to have been exercised and such Warrant Shares shall be deemed to have been issued, and the Holder shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(d)Fractional Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of a Warrant Share that the Holder otherwise would be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date.

(e)Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.

(f)Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this warrant, the Company hereby represents, covenants and agrees:

(i)This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(ii)All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued

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without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges.

(iii)The Company shall take all such actions as may be reasonably necessary to ensure that all Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation.

(iv)At any time that the Common Stock is listed or qualified on a national securities exchange, the Company shall take all such actions as may be reasonably necessary to ensure that all shares of Common Stock into which the Warrant Shares may be converted are issued without violation by the Company of any requirements of such U.S. securities exchange and shall use its reasonable best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on such U.S. securities exchange (subject to official notice of issuance which shall be immediately delivered by the Company promptly upon each such issuance).

(g)Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering of securities of the Company or a direct or indirect sale of the Company (pursuant to a merger, sale of stock, sale of all or substantially all of the assets of the Company, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

(h)Reservation of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable from time to time upon the exercise of this Warrant.  The Company shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant.

4.Adjustment to Number of Warrant Shares. In order to prevent dilution of the purchase rights granted under this Warrant, the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments pursuant to this Section 4).

(a)Adjustment to Number of Warrant Shares for Dividends, Subdivisions and Combinations Involving the Common Stock. If the Company shall subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock by way of a stock split, stock dividend or otherwise, or consolidate its outstanding shares of Common Stock into a smaller number of shares of Common Stock, as applicable (any such event being herein called a “Stock Reorganization”), then (i) the Exercise Price shall be adjusted, effective at the close of business on the effective date of such Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such effective date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such effective date before giving effect to such Stock Reorganization and the

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denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Reorganization, and (ii) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Stock Reorganization by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before giving effect to such Stock Reorganization.

(b)Other Dividends and Distributions. If the Company shall, at any time or from time to time after the Original Issue Date, make or declare, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or any other distribution payable in securities of the Company (other than a dividend or distribution of shares of Common Stock, Options or Convertible Securities in respect of outstanding shares of Common Stock), cash or other property, then, and in each such event, provision shall be made so that the Holder shall receive upon exercise of the Warrant, in addition to the number of Warrant Shares receivable thereupon, the kind and amount of securities of the Company, cash or other property which the Holder would have been entitled to receive had the Warrant been exercised in full into Warrant Shares on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained such securities, cash or other property receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Section 4(b) with respect to the rights of the Holder; provided, that no such provision shall be made if the Holder receives, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities, cash or other property in an amount equal to the amount of such securities, cash or other property as the Holder would have received if the Warrant had been exercised in full into Warrant Shares on the date of such event.

(c)Adjustment to Number of Warrant Shares for Reclassifications, Consolidations and Mergers Involving the Company. In the event of any (i) reclassification of the stock of the Company, (ii) consolidation or merger of the Company with or into another Person, (iii) sale of all or substantially all of the Company’s assets to another Person or (iv) other similar transaction (other than any such transaction covered by Section 4(a) or Section 4(b)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise; and, in such case, appropriate adjustment shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets

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thereafter acquirable upon exercise of this Warrant.  Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 4(c), the Holder shall have the right to elect prior to the consummation of such event or transaction, to exercise this Warrant as provided in Section 2 instead of giving effect to the provisions contained in this Section 4(c) with respect to this Warrant.

(d)Certificate as to Adjustment.  As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later than three (3) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant.

(e)Notices.

(i)In the event:

a.that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;

b.that there shall be any transaction that is referenced in Section 4(c); or

c.of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company shall send or cause to be sent to the Holder as soon as reasonably practicable a written notice specifying, as the case may be, (A) the record date for such dividend, distribution or other right, and a description of such dividend, distribution or other right, or (B) the effective date on which such dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.  In the case of any action that would require the fixing of a record date referenced in clause (a) above, such notice shall be given at least ten (10) days prior to the date so fixed, and in case of all other actions referenced in clauses (b) and (c) above, such notice shall be given at least twenty (20) days prior to the taking of such proposed action.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

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(ii)The Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

5.Holder’s Rights

(a)Information Rights:  For so long as the Company is required to file periodic reports with the Commission, the Company shall deliver to the Holder all quarterly and annual financial information that is required to be contained in a filing with the Commission on Forms 10-Q and 10-K, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent accountants; provided that the availability of the Company’s filings on the Commission’s web site shall be deemed to satisfy the requirements of this Section 5(a).

(b)Registration Rights.  The Warrant Shares shall be considered Registrable Securities, as such term is defined in the Registration Rights Agreement, dated as of November 14, 2013 (the “Registration Rights Agreement”), by and among the Company, the Holder, and certain stockholders of the Company, and the Holder shall be entitled to receive the notices contemplated by, and exercise the registration rights afforded under, Article II of the Registration Rights Agreement, the provisions of which shall apply mutatis mutandis to the Holder and the Warrant Shares issuable hereunder as though the Holder were a party thereto.

6.No Transfer of Warrant. The Holder shall not Transfer (as defined below) this Warrant without the prior written consent of the Company, except for a Transfer to a Permitted Transferee (as defined below) of such Holder; provided, however, that prior to any Transfer of this Warrant by such Holder, the Permitted Transferee shall agree in writing to take such Warrant subject to, and to comply with, all of the provisions of this Warrant, a copy of which agreement shall be on file with the Secretary of the Company and shall include the address of such Permitted Transferee to which notices hereunder shall be sent.  As used herein, the following terms shall have the following meanings: (i) “Permitted Transferee” shall have the meaning ascribed to such term in clause (b) of the definition thereof in the Amended and Restated Limited Liability Company Agreement, dated as of November 13, 2013, of JGWPT Holdings, LLC (the “Amended and Restated Operating Agreement”); and (ii) “Transfer” shall have the meaning ascribed to such term in the Amended and Restated Operating Agreement (substituting, for this purpose, the term “Warrant” for the term “Interests” as used therein). Any attempt to Transfer this Warrant except in accordance with the foregoing shall be void ab initio.  Subject to the Transfer restrictions set forth above and referred to in the legend endorsed hereon, this Warrant and all rights hereunder shall be transferable as provided above, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment in the form attached hereto as Exhibit B, together with funds sufficient to pay any transfer taxes described in Section 3(f)(v) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the Permitted Transferee or Permitted Transferees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new

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Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.

7.Holder Not Deemed a Stockholder; Limitations on Liability. Prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

8.Replacement on Loss; Division and Combination.

(a)Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at the Holder’s expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity or bond shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

(b)Division and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any Transfer which may be involved in such division or combination, this Warrant may be divided or, following any such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions of this Warrant as to any Transfer which may be involved in such division or combination, the Company shall at the Holder’s expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

9.Compliance with the Securities Act.

(a)Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 9 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof

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except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JGWPT HOLDINGS INC. AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH CERTIFICATE OF INCORPORATION AND THE TERMS HEREOF.  A COPY OF SUCH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IS ON FILE WITH THE SECRETARY OF JGWPT HOLDINGS INC. AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED  CERTIFICATE OF INCORPORATION OF JGWPT HOLDINGS INC. AND THE TERMS HEREOF.

10.Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

(a)The Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(b)The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

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(c)The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

11.Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.  The Company reserves the right to amend this Warrant at any time and from time to time in order to appoint a warrant agent to act as agent for the Company with respect to the Warrant, with the Company providing reasonable compensation for the services of any such warrant agent.

12.Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12).

If to the Company:	JGWPT Holdings Inc. 201 King of Prussia Road, Suite 501 Radnor, PA 19087-5148 Facsimile:(855) 285-5089 E-mail: skirkwood@jgwpt.com Attention:Stephen Kirkwood, Esq.
with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP 920 N. King St. Wilmington, DE 19801 Facsimile:(651) 552-3240 Email: steven.daniels@skadden.com Attention: Steven J. Daniels, Esq.
If to PGHI:	PGHI Corp. 6465 E. Johns Crossing. Suite 200 Johns Creek, GA 30097 Facsimile: Email: craiglessner@gmail.com

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	Attention: Craig Lessner, Esq.
with a copy to:	Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Facsimile:(646) 848 8902 E-mail: stephen.besen@shearman.com Attention:Stephen M. Besen, Esq.

13.Cumulative Remedies. Except to the extent expressly provided in Section 7 to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

14.Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

15.Entire Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant and such other agreements, the statements in the body of this Warrant shall control.

16.Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

17.No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, 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, under or by reason of this Warrant.

18.Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

19.Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written

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waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

20.Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

21.Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule thereof.

22.Submission to Jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, or relating in any manner to, this Agreement must be brought against any of the parties in the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, in another court of the State of Delaware, County of New Castle, or in the United States District Court for the District of Delaware, and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.  Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

23.Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

24.Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

25.No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.

		JGWPT HOLDINGS INC.
		By:	/s/ Randi K. Sellari
		Name:	Randi K. Sellari
		Title:	President
Accepted and agreed,
PGHI CORP.
By:	/s/ James D. Terlizzi
Name:	James D. Terlizzi
Title:	Chief Executive Officer

Exhibit A

Exercise Notice

EXERCISE NOTICE

To:	JGWPT Holdings Inc.	Dated:
201 King of Prussia Road, Suite 501
Radnor, PA 19087-5148
Attn: General Counsel

The undersigned, pursuant to the provisions set forth in the attached Warrant No. 1 hereby irrevocably elects to purchase                    shares of the Common Stock covered by such Warrant and herewith makes payment of $                        , representing the full purchase price for such shares at the price per share provided for in such Warrant.  All capitalized terms used herein without definition shall have the same meaning herein as in used in the attached Warrant.

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant.  Such payment takes the form of (check applicable box or boxes):

oby delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

oby instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price; provided that this method shall be permitted only so long as the Common Stock is listed for trading on the New York Stock Exchange or another national securities exchange;

oby surrendering to the Company (x) Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price and/or (y) other securities of the Company having a value as of the Exercise Date equal to the Aggregate Exercise Price (which value in the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest, in the case of preferred stock shall be the liquidation value thereof, including accrued and unpaid dividends, and in the case of shares of Common Stock shall be the Fair Market Value thereof); or

oor any combination of the checked boxes above, as detailed below:

Signature:

Name (print):

Title (if applic.):

Company (if applic.):

2

Exhibit B

Assignment

ASSIGNMENT

(To be executed only upon the assignment of the within Warrant)

FOR VALUE RECEIVED, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto [                   ], whose address is [                                              ], all of the rights of the undersigned under the within Warrant, with respect to [      ] shares of Common Stock of JGWPT Holdings Inc. and, if such shares shall not include all the Warrant Shares issuable as provided in the within Warrant, that a new Warrant of like tenor for the number of Warrant Shares not being transferred hereunder be issued in the name of and delivered to (choose one) (a) the undersigned or (b)[                         ], whose address is [                                ], and does hereby irrevocably constitute and appoint [                              ] Attorney to register such transfer on the books of JGWPT Holdings Inc. maintained for the purpose, with full power of substitution in the premises.

NOTICE:

Dated: [                      ,    ].

[                                         ]
By
	(Signature of Holder)

NOTICE:The signature on this Assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever.

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EX-4.2

Exhibit 4.2

WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JGWPT HOLDINGS INC. AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH CERTIFICATE OF INCORPORATION AND THE TERMS HEREOF.  A COPY OF SUCH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IS ON FILE WITH THE SECRETARY OF JGWPT HOLDINGS INC. AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID CERTIFICATE OF INCORPORATION AND THE TERMS HEREOF.

NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JGWPT HOLDINGS INC. AND THE TERMS HEREOF.

Warrant Certificate No.: 2

Original Issue Date:  November 14, 2013

FOR VALUE RECEIVED, JGWPT Holdings Inc., a Delaware corporation (the “Company”), hereby certifies that PGHI Corp., or its registered assigns (the “Holder”) is entitled to purchase from the Company 483,217 duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (as defined below) at a purchase price per share of $63.01 (the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant.  Certain capitalized terms used herein are defined in Section 1 hereof.

1.Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

“Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price.

“Board” means the board of directors of the Company.

“Business Day” means any day on which banks located in the States of New York and Pennsylvania are not required or authorized by law to remain closed.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the Class A common stock, par value $0.00001 per share, of the Company, and any capital stock into which such Class A Common Stock shall have been converted, exchanged or reclassified following the date hereof.

“Company” has the meaning set forth in the Preamble.

“Company’s Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware, as amended.

“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York, New York time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Notice, the Warrant and the Aggregate Exercise Price.

“Exercise Notice” has the meaning set forth in Section 3(a)(i).

“Exercise Period” has the meaning set forth in Section 2.

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“Exercise Price” has the meaning set forth in the Preamble.

“Fair Market Value” means the volume weighted average sale price per share of Common Stock on the New York Stock Exchange on such date, or if the Common Stock is not listed on the New York Stock Exchange, on the principal national securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national securities exchange, an automated quotation system on which the Common Stock is then listed or authorized for quotation, in each case as reported by Bloomberg Financial Markets (or any successor thereto) through its “Volume at Price” functions and ignoring any block trades (which, for purposes of this definition means any transfer of more than 100,000 shares (subject to adjustment to reflect stock dividends, stock splits, stock combinations and other similar events)), and if the Common Stock is not then listed on a national securities exchange or authorized for quotation on an automated quotation system, such value as the Board, in its reasonable discretion, shall determine.

“Holder” has the meaning set forth in the Preamble.

“Management Stock Option Plans” means the JGWPT Holdings Inc. 2013 Omnibus Incentive Plan, as and to the extent adopted by the Company, and any other equity compensation plan adopted by the Board.

“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

“Original Issue Date” means November 14, 2013.

“Original Price” has the meaning set forth in Section 4(a).

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

“PGHI Warrants” means the warrants originally issued by the Company on the Original Issue Date, as the same may be replaced, amended or modified from time to time.

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

2.Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time beginning on the date that is one hundred eighty (180) days immediately following the Original Issue Date and prior to 5:00 p.m., New York Time, on January 8, 2022 (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).

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3.Exercise of Warrant.

(a)Exercise Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, and unless otherwise requested by the holder hereof, this Warrant shall be deemed to have been exercised and such certificate or certificates representing Warrant Shares shall be deemed to have been issued, and the holder or transferee so designated in the Exercise Notice shall be deemed to have become the holder of record of such Warrant Shares for all purposes, as of the close of business on the date on which the Holder:

(i)surrenders this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction, together with an appropriate bond if requested by the Company), together with an Exercise Notice in the form attached hereto as Exhibit A (each, an “Exercise Notice”), duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and

(ii)makes payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(b)Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Exercise Notice, by the following methods:

(i)by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

(ii)by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price; provided that the method set forth in this clause (ii) shall be permitted only so long as the Common Stock is listed for trading on the New York Stock Exchange or another national securities exchange;

(iii)by surrendering to the Company (x) Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price and/or (y) other securities of the Company or JGWPT Holdings, LLC having a value as of the Exercise Date equal to the Aggregate Exercise Price (which value in the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest, in the case of preferred stock shall be the liquidation value thereof, including accrued and unpaid dividends, and in the case of shares of Common Stock shall be the Fair Market Value thereof); or

(iv)any combination of the foregoing.

In the event of any withholding of Warrant Shares or surrender of other equity securities pursuant to clause (ii), (iii), or (iv) above where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up or down to the nearest whole share and the Company shall make a cash payment to the Holder

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(by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a share being so withheld or surrendered multiplied by (y) in the case of Common Stock, the Fair Market Value per Warrant Share as of the Exercise Date, and, in all other cases, the value thereof as of the Exercise Date determined in accordance with clause (ii)(y) above.

(c)Delivery of Stock Certificates. Upon receipt by the Company of the Exercise Notice, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, or evidence that Warrant Shares have been issued in book-entry form, together with cash in lieu of any fraction of a share, as provided in Section 3(d) hereof.  Any stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Notice and shall be registered in the name of the Holder or, subject to compliance with Section 6 below, such other Person’s name as shall be designated in the Exercise Notice. This Warrant shall be deemed to have been exercised and such Warrant Shares shall be deemed to have been issued, and the Holder shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(d)Fractional Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of a Warrant Share that the Holder otherwise would be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date.

(e)Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.

(f)Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this warrant, the Company hereby represents, covenants and agrees:

(i)This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(ii)All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued

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without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges.

(iii)The Company shall take all such actions as may be reasonably necessary to ensure that all Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation.

(iv)At any time that the Common Stock is listed or qualified on a national securities exchange, the Company shall take all such actions as may be reasonably necessary to ensure that all shares of Common Stock into which the Warrant Shares may be converted are issued without violation by the Company of any requirements of such U.S. securities exchange and shall use its reasonable best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on such U.S. securities exchange (subject to official notice of issuance which shall be immediately delivered by the Company promptly upon each such issuance).

(g)Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering of securities of the Company or a direct or indirect sale of the Company (pursuant to a merger, sale of stock, sale of all or substantially all of the assets of the Company, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

(h)Reservation of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable from time to time upon the exercise of this Warrant.  The Company shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant.

4.Adjustment to Number of Warrant Shares. In order to prevent dilution of the purchase rights granted under this Warrant, the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments pursuant to this Section 4).

(a)Adjustment to Number of Warrant Shares for Dividends, Subdivisions and Combinations Involving the Common Stock. If the Company shall subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock by way of a stock split, stock dividend or otherwise, or consolidate its outstanding shares of Common Stock into a smaller number of shares of Common Stock, as applicable (any such event being herein called a “Stock Reorganization”), then (i) the Exercise Price shall be adjusted, effective at the close of business on the effective date of such Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such effective date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such effective date before giving effect to such Stock Reorganization and the

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denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Reorganization, and (ii) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Stock Reorganization by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before giving effect to such Stock Reorganization.

(b)Other Dividends and Distributions. If the Company shall, at any time or from time to time after the Original Issue Date, make or declare, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or any other distribution payable in securities of the Company (other than a dividend or distribution of shares of Common Stock, Options or Convertible Securities in respect of outstanding shares of Common Stock), cash or other property, then, and in each such event, provision shall be made so that the Holder shall receive upon exercise of the Warrant, in addition to the number of Warrant Shares receivable thereupon, the kind and amount of securities of the Company, cash or other property which the Holder would have been entitled to receive had the Warrant been exercised in full into Warrant Shares on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained such securities, cash or other property receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Section 4(b) with respect to the rights of the Holder; provided, that no such provision shall be made if the Holder receives, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities, cash or other property in an amount equal to the amount of such securities, cash or other property as the Holder would have received if the Warrant had been exercised in full into Warrant Shares on the date of such event.

(c)Adjustment to Number of Warrant Shares for Reclassifications, Consolidations and Mergers Involving the Company. In the event of any (i) reclassification of the stock of the Company, (ii) consolidation or merger of the Company with or into another Person, (iii) sale of all or substantially all of the Company’s assets to another Person or (iv) other similar transaction (other than any such transaction covered by Section 4(a) or Section 4(b)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise; and, in such case, appropriate adjustment shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets

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thereafter acquirable upon exercise of this Warrant.  Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 4(c), the Holder shall have the right to elect prior to the consummation of such event or transaction, to exercise this Warrant as provided in Section 2 instead of giving effect to the provisions contained in this Section 4(c) with respect to this Warrant.

(d)Certificate as to Adjustment.  As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later than three (3) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant.

(e)Notices.

(i)In the event:

a.that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;

b.that there shall be any transaction that is referenced in Section 4(c); or

c.of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company shall send or cause to be sent to the Holder as soon as reasonably practicable a written notice specifying, as the case may be, (A) the record date for such dividend, distribution or other right, and a description of such dividend, distribution or other right, or (B) the effective date on which such dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.  In the case of any action that would require the fixing of a record date referenced in clause (a) above, such notice shall be given at least ten (10) days prior to the date so fixed, and in case of all other actions referenced in clauses (b) and (c) above, such notice shall be given at least twenty (20) days prior to the taking of such proposed action.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

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(ii)The Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

5.Holder’s Rights

(a)Information Rights:  For so long as the Company is required to file periodic reports with the Commission, the Company shall deliver to the Holder all quarterly and annual financial information that is required to be contained in a filing with the Commission on Forms 10-Q and 10-K, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent accountants; provided that the availability of the Company’s filings on the Commission’s web site shall be deemed to satisfy the requirements of this Section 5(a).

(b)Registration Rights.  The Warrant Shares shall be considered Registrable Securities, as such term is defined in the Registration Rights Agreement, dated as of November 14, 2013 (the “Registration Rights Agreement”), by and among the Company, the Holder, and certain stockholders of the Company, and the Holder shall be entitled to receive the notices contemplated by, and exercise the registration rights afforded under, Article II of the Registration Rights Agreement, the provisions of which shall apply mutatis mutandis to the Holder and the Warrant Shares issuable hereunder as though the Holder were a party thereto.

6.No Transfer of Warrant. The Holder shall not Transfer (as defined below) this Warrant without the prior written consent of the Company, except for a Transfer to a Permitted Transferee (as defined below) of such Holder; provided, however, that prior to any Transfer of this Warrant by such Holder, the Permitted Transferee shall agree in writing to take such Warrant subject to, and to comply with, all of the provisions of this Warrant, a copy of which agreement shall be on file with the Secretary of the Company and shall include the address of such Permitted Transferee to which notices hereunder shall be sent.  As used herein, the following terms shall have the following meanings: (i) “Permitted Transferee” shall have the meaning ascribed to such term in clause (b) of the definition thereof in the Amended and Restated Limited Liability Company Agreement, dated as of November 13, 2013, of JGWPT Holdings, LLC (the “Amended and Restated Operating Agreement”); and (ii) “Transfer” shall have the meaning ascribed to such term in the Amended and Restated Operating Agreement (substituting, for this purpose, the term “Warrant” for the term “Interests” as used therein). Any attempt to Transfer this Warrant except in accordance with the foregoing shall be void ab initio.  Subject to the Transfer restrictions set forth above and referred to in the legend endorsed hereon, this Warrant and all rights hereunder shall be transferable as provided above, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment in the form attached hereto as Exhibit B, together with funds sufficient to pay any transfer taxes described in Section 3(f)(v) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the Permitted Transferee or Permitted Transferees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new

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Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.

7.Holder Not Deemed a Stockholder; Limitations on Liability. Prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

8.Replacement on Loss; Division and Combination.

(a)Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at the Holder’s expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity or bond shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

(b)Division and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any Transfer which may be involved in such division or combination, this Warrant may be divided or, following any such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions of this Warrant as to any Transfer which may be involved in such division or combination, the Company shall at the Holder’s expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

9.Compliance with the Securities Act.

(a)Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 9 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof

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except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JGWPT HOLDINGS INC. AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH CERTIFICATE OF INCORPORATION AND THE TERMS HEREOF.  A COPY OF SUCH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IS ON FILE WITH THE SECRETARY OF JGWPT HOLDINGS INC. AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED  CERTIFICATE OF INCORPORATION OF JGWPT HOLDINGS INC. AND THE TERMS HEREOF.

10.Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

(a)The Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(b)The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

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(c)The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

11.Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.  The Company reserves the right to amend this Warrant at any time and from time to time in order to appoint a warrant agent to act as agent for the Company with respect to the Warrant, with the Company providing reasonable compensation for the services of any such warrant agent.

12.Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12).

If to the Company:	JGWPT Holdings Inc. 201 King of Prussia Road, Suite 501 Radnor, PA 19087-5148 Facsimile:(855) 285-5089 E-mail: skirkwood@jgwpt.com Attention:Stephen Kirkwood, Esq.
with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP 920 N. King St. Wilmington, DE 19801 Facsimile:(651) 552-3240 Email: steven.daniels@skadden.com Attention: Steven J. Daniels, Esq.
If to PGHI:	PGHI Corp. 6465 E. Johns Crossing. Suite 200 Johns Creek, GA 30097 Facsimile: Email: craiglessner@gmail.com

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	Attention: Craig Lessner, Esq.
with a copy to:	Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Facsimile:(646) 848 8902 E-mail: stephen.besen@shearman.com Attention:Stephen M. Besen, Esq.

13.Cumulative Remedies. Except to the extent expressly provided in Section 7 to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

14.Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

15.Entire Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant and such other agreements, the statements in the body of this Warrant shall control.

16.Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

17.No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, 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, under or by reason of this Warrant.

18.Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

19.Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written

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waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

20.Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

21.Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule thereof.

22.Submission to Jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, or relating in any manner to, this Agreement must be brought against any of the parties in the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, in another court of the State of Delaware, County of New Castle, or in the United States District Court for the District of Delaware, and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.  Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

23.Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

24.Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

25.No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

14

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.

		JGWPT HOLDINGS INC.
		By:	/s/ Randi K. Sellari
		Name:	Randi K. Sellari
		Title:	President
Accepted and agreed,
PGHI CORP.
By:	/s/ James D. Terlizzi
Name:	James D. Terlizzi
Title:	Chief Executive Officer

Exhibit A

Exercise Notice

EXERCISE NOTICE

To:	JGWPT Holdings Inc.	Dated:
201 King of Prussia Road, Suite 501
Radnor, PA 19087-5148
Attn: General Counsel

The undersigned, pursuant to the provisions set forth in the attached Warrant No. 2 hereby irrevocably elects to purchase               shares of the Common Stock covered by such Warrant and herewith makes payment of $                     , representing the full purchase price for such shares at the price per share provided for in such Warrant.  All capitalized terms used herein without definition shall have the same meaning herein as in used in the attached Warrant.

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant.  Such payment takes the form of (check applicable box or boxes):

oby delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

oby instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price; provided that this method shall be permitted only so long as the Common Stock is listed for trading on the New York Stock Exchange or another national securities exchange;

oby surrendering to the Company (x) Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price and/or (y) other securities of the Company having a value as of the Exercise Date equal to the Aggregate Exercise Price (which value in the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest, in the case of preferred stock shall be the liquidation value thereof, including accrued and unpaid dividends, and in the case of shares of Common Stock shall be the Fair Market Value thereof); or

oor any combination of the checked boxes above, as detailed below:

Signature:

Name (print):

Title (if applic.):

Company (if applic.):

2

Exhibit B

Assignment

ASSIGNMENT

(To be executed only upon the assignment of the within Warrant)

FOR VALUE RECEIVED, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto [                   ], whose address is [                                              ], all of the rights of the undersigned under the within Warrant, with respect to [      ] shares of Common Stock of JGWPT Holdings Inc. and, if such shares shall not include all the Warrant Shares issuable as provided in the within Warrant, that a new Warrant of like tenor for the number of Warrant Shares not being transferred hereunder be issued in the name of and delivered to (choose one) (a) the undersigned or (b)[                         ], whose address is [                                ], and does hereby irrevocably constitute and appoint [                              ] Attorney to register such transfer on the books of JGWPT Holdings Inc. maintained for the purpose, with full power of substitution in the premises.

NOTICE:

Dated: [                  ,    ].

[                                        ]
By
	(Signature of Holder)

NOTICE:The signature on this Assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever.

2

EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2013, is by and among JGWPT Holdings Inc., a Delaware corporation (together with its successors by merger, acquisition, reorganization, or otherwise, the “Company”), JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (collectively, the “JLL Holders”), and each of the other holders of JGWPT Holdings Common Interests (as defined below) that are signatories hereto (collectively, the “Stockholders”).

W I T N E S S E T H

WHEREAS, the Company was formed on June 21, 2013, in anticipation of a proposed initial public offering of shares of Class A common stock, par value $0.00001 per share, of the Company (the “Class A Shares”);

WHEREAS, on the date hereof, the Company acquired an approximately 38.6% equity interest in JGWPT Holdings, LLC, a Delaware limited liability company (“JGWPT Holdings”), and, on November 13, 2013, became the Managing Member of JGWPT Holdings under the Amended and Restated Limited Liability Company Agreement, dated as of November 13, 2013, of JGWPT Holdings (the “Limited Liability Company Agreement”);

WHEREAS, each of the Stockholders is a holder of limited liability company interests in JGWPT Holdings designated as “Common Interests” (“JGWPT Holdings Common Interests”) and, except in the case of PGHI Corp., a Delaware corporation (“PGHI”), shares of Class B common stock, par value $0.00001 per share, of the Company (“Class B Shares”);

WHEREAS, pursuant to the Limited Liability Company Agreement, each of the Stockholders other than PGHI is entitled to exchange JGWPT Holdings Common Interests for Class A Shares from and after the filing by the Company of a mandatory Shelf Registration Statement, and the effectiveness thereof;

WHEREAS, pursuant to the Limited Liability Company Agreement, PGHI is entitled to exchange JGWPT Holdings Common Interests for shares of Class C common stock, par value $0.00001 per share, of the Company (“Class C Shares”), which may in turn be converted into Class A Shares, from and after the filing by the Company of a mandatory Shelf Registration Statement, and the effectiveness thereof;

WHEREAS, the parties to this Agreement desire to set forth certain registration rights applicable to the Registrable Securities (as hereinafter defined) held by the Stockholders.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

1.1The term “Affiliate” of any Person shall mean another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

1.2The term “Board” shall mean the Board of Directors of the Company.

1.3The term “Commission” shall mean the United States Securities and Exchange Commission or any successor agency.

1.4The term “Company IPO” shall mean the initial offering by the Company of Class A Shares to the public through underwriters pursuant to the registration statement on Form S-1 (333-191585).

1.5The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.6The term “Fair Market Value” shall mean, provided that the provisions for exchange set forth in Article IX of the Limited Liability Company Agreement remain applicable and in effect, any JGWPT Holdings Common Interests, the volume weighted average sale price per Class A Share on the New York Stock Exchange on such date, or if Class A Shares are not listed on the New York Stock Exchange, on the principal national securities exchange on which the Class A Shares are then listed or, if the Class A Shares are not listed on a national securities exchange, an automated quotation system on which the Class A Shares are then listed or authorized for quotation, in each case as reported by Bloomberg Financial Markets (or any successor thereto) through its “Volume at Price” functions and ignoring any block trades (which, for purposes of this definition means any transfer of more than 100,000 shares (subject to adjustment to reflect stock dividends, stock splits, stock combinations and other similar events)), and if the Class A Shares are not then listed on a national securities exchange or authorized for quotation on an automated quotation system, such value as the Board, in its reasonable discretion, shall determine.

1.7 The term “Lock-Up Period” shall mean the period of one hundred eighty (180) days immediately following the date of the pricing of the Company IPO (or such lesser number of days as may be agreed to by the representatives of the underwriters of the Company IPO, whether under the terms of an applicable lock-up agreement or otherwise, it being understood that as used herein the term “Lock-Up Period” shall mean, with respect to any holder and any particular Shares, the actual number of days agreed to by the representatives of the underwriters with respect to such holder and such Shares).

1.8The term “Notice and Questionnaire” shall mean a written notice delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to this Agreement.

1.9The term “Notice Stockholder” shall mean, on any date, any Stockholder that has delivered a Notice and Questionnaire to the Company on or prior to such date.

1.10The term “Permitted Transferee” shall have the meaning set forth in the Limited Liability Company Agreement.

1.11The term “Person” shall mean any individual, firm, corporation, partnership, limited liability company, trust, or other entity and shall include any successor (by merger or otherwise) of such entity.

1.12The term “Public Offering” shall mean a public offering of equity securities of the Company pursuant to an effective registration statement under the Securities Act (other than (i) a registration statement filed under Regulation A or on Form S-4 or any successor form, (ii) the Shelf Registration Statement, or (iii) a registration statement filed on Form S-8 or any successor form).

1.13The term “Registrable Securities” shall mean the Shares (as hereinafter defined); provided, however, that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement; or (ii) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act; or (iii) such securities are transferred under circumstances in which any legend borne by the certificates for such securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company.

1.14The term “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.15The term “Shares” shall mean (i) all Class A Shares owned by the Stockholders as of the date hereof; and (ii) additional Class A Shares acquired by the Stockholders in any manner after the date hereof.

1.16The term “Transfer” shall mean any voluntary or involuntary attempt to, directly or indirectly through the transfer of interests in controlled Affiliates or otherwise, offer, sell, assign, transfer, grant a participation in, pledge, or otherwise dispose of any Shares, or the consummation of any such transactions, or the soliciting of any offers to purchase or otherwise acquire, or taking a pledge of, any of the Shares; provided, however, that the transfer of an interest in any of the Stockholders shall not be deemed to be a transfer.

ARTICLE II
REGISTRATION RIGHTS

2.1Demand Registrations.

(a)Requests for Registration.  At any time after the expiration of the Lock-Up Period, (i) the JLL Holders that beneficially own Class A Shares by virtue of the right to exchange JGWPT Holdings Common Interests for Class A Shares pursuant to the Limited Liability Company Agreement, (ii) PGHI (together with its Permitted Transferees that hold Class A Shares (including Class A Shares beneficially owned by virtue of the right to convert Class C Shares into Class A Shares pursuant to the Company’s Amended and Restated Certificate of

Incorporation and Class A Shares beneficially owned by virtue of the right to exercise warrants pursuant to the warrants issued by the Company to PGHI on the date hereof)) and (iii) any Stockholder or group of Stockholders that beneficially own Class A Shares by virtue of the right to exchange JGWPT Holdings Common Interests that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (“Former Preferred Interestholders”) for Class A Shares pursuant to the Limited Liability Company Agreement), shall each be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act of all or part of the Registrable Securities (a “Demand Registration”).  Any demand by PGHI or its Permitted Transferees pursuant to clause (ii) of the immediately preceding sentence shall only be made by holders of at least twenty percent (20%) of the aggregate number of JGWPT Holdings Common Interests held by PGHI as of July 12, 2011, and any demand by Former Preferred Holders pursuant to clause (iii) of the immediately preceding sentence shall only be made by holders of at least thirty-three percent (33%) of the JGWPT Holdings Common Interests outstanding that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (other than JGWPT Holdings Common Interests held by the JLL Holders). Such Demand shall specify:  (A) the aggregate number of Registrable Securities requested to be registered, (B) the intended method of distribution in connection with such Demand Registration to the extent then known and (C) the identity of each Stockholder (a “Demanding Holder”) requesting such Demand.  Within ten (10) business days after receipt of a Demand, the Company shall give written notice of such Demand (an “Incidental Registration Notice”) to all other Stockholders and shall include in such registration all Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) business days after the receipt by such Stockholder of the Company’s notice required by this paragraph; provided that (x) any Stockholder who seeks to exercise his, her or its rights under this Section 2.1(a) shall be required to exchange his, her or its JGWPT Holdings Common Interests for Class A Shares within ten (10) days of such Stockholder’s receipt of the Incidental Registration Notice; and provided further, that the Company shall not be required to file any registration statement covering Registrable Securities with an aggregate Fair Market Value less than $10 million.

(b)Each Stockholder wishing to sell Registrable Securities pursuant to a Demand Registration agrees to deliver a Notice and Questionnaire to the Company at least five (5) business days prior to any intended distribution of Registrable Securities pursuant to a Demand Registration, and the Company shall provide that the Stockholder delivering such Notice and Questionnaire is named as a selling security holder in the Demand Registration and the related prospectus in such a manner as to permit such Stockholder to deliver such prospectus to purchasers of the Registrable Securities in accordance with applicable law.  Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Stockholder that is not a Notice Stockholder as a selling security holder in any registration statement under the Securities Act or related prospectus; provided, however, that any Stockholder that becomes a Notice Stockholder pursuant to the provisions of this Section 2.1(b) shall be named as a selling security holder in the Demand Registration in accordance with the requirements of this Section 2.1(b).

(c)Number and Timing of Demands.  The JLL Holders, PGHI (together with its Permitted Transferees), and the Former Preferred Holders shall each be entitled to no more than one (1) Demand Registration in any twelve (12) month period and shall not be

permitted to exercise their Demand rights pursuant to this Section 2.1 until the expiration of the Lock-Up Period.

(d)Satisfaction of Obligations.  A registration shall not be treated as a permitted Demand for a Demand Registration until (i) the applicable registration statement under the Securities Act has been filed with the Commission with respect to such Demand Registration (which shall include any registration statement that is not withdrawn by holders of Registrable Securities in the circumstances contemplated by Section 2.3 hereof), and (ii) such registration statement shall have been maintained continuously effective for a period of at least one hundred eighty (180) days or such shorter period during which all Registrable Securities included therein have been disposed of thereunder in accordance with the method of distribution set forth in such registration statement.

(e)Availability of Short Form Registrations.  The Company shall use its reasonable best efforts to comply with the requirements for use of short form registration for the sale of Registrable Securities under the Securities Act.

(f)Restrictions on Demand Registrations.  The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act, for a period longer than one hundred eighty (180) days or (ii) to effect any Demand Registration within one hundred eighty (180) days after the effective date of (A) a “firm commitment” underwritten registration in which all Stockholders were given “piggyback” rights pursuant to Section 2.2 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, each such Stockholder exercising such piggyback rights was permitted to include in such registration seventy-five percent (75%) of the Registrable Securities that such Stockholder sought to include therein) or (B) any other Demand Registration.  In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction.  In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Holders shall have the right to withdraw such Demand in accordance with Section 2.3 hereof.

(g)Participation in Demand Registrations.  The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders.  If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the

Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article II, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders of Registrable Securities sought to be registered therein are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority:

(i)first, the number of Registrable Securities sought to be registered by each of the Demanding Holders pro rata in proportion to the number of Registrable Securities sought to be registered by all such sellers; and

(ii)second, if the number of Registrable Securities to be included under clause (i) above is less than the Maximum Demand Number, the number of securities sought to be included by each other seller, pro rata in proportion to the number of securities sought to be sold by all such other sellers, which in the aggregate, when added to the number of securities to be included pursuant to clause (i) above, equals the Maximum Demand Number.

(h)Selection of Underwriters.  If the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders request that such Demand Registration be an underwritten offering, then the Company shall select a nationally recognized underwriter or underwriters to manage and administer such offering, such underwriter or underwriters, as the case may be, to be subject to the approval of the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders, which approval shall not be unreasonably conditioned, withheld or delayed.

(i)Other Registrations.  If the Company has received a Demand and if the applicable registration statement in respect of such Demand has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (other than a registration pursuant to an Exchange Registration Statement (as such term is defined in Section 2.4 below), a registration relating to the Company employee benefit plans, exchange offers by the Company or a merger or acquisition of a business or assets by the Company, including, without limitation, a registration on Form S-4 or S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least ninety (90) days has elapsed from the effective date of any Demand Registration, unless a shorter period of time is approved by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders.  Notwithstanding the foregoing, the Company shall be entitled to postpone any such Demand Registration and may file or cause to be effected such other registration in accordance with the terms of Section 2.1(e) hereof.

2.2Piggyback Registrations.

(a)Right to Piggyback.  Subject to the last sentence of this Section 2.2(a), and the other conditions set forth herein, at any time following completion of the Company IPO, whenever the Company proposes to conduct a Public Offering (a “Piggyback Registration”), the Company shall give all Stockholders prompt written notice thereof (but not less than ten (10) business days prior to the filing by the Company with the Commission of any registration statement with respect thereto).  Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed method of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company of the proposed minimum offering price of such securities.  Upon the written request of a Stockholder given within ten (10) business days of such Stockholder’s receipt of the Piggyback Notice (which written request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder and the intended method of distribution thereof), the Company shall include in such registration all Registrable Securities with respect to which the Company has received such written requests for inclusion; provided that (x) any Stockholder who seeks to exercise his rights under this Section 2.2(a) shall be required to exchange his, her or its JGWPT Holdings Common Interests for Class A Shares within ten (10) days of such Stockholder’s receipt of the Piggyback Notice; provided, however, that any exchange pursuant to clause (x) above may be made contingent upon the sale of the Registrable Securities issued upon such exchange pursuant to such Piggyback Registration, it being understood that any such contingent exchange shall become effective immediately prior to such sale of Registrable Securities.

(b)Each Stockholder wishing to sell Registrable Securities pursuant to a Piggyback Registration agrees to deliver a Notice and Questionnaire to the Company at least five (5) business days prior to any intended distribution of Registrable Securities pursuant to a Demand Registration, and the Company shall provide that the Stockholder delivering such Notice and Questionnaire is named as a selling security holder in the Piggyback Registration and the related prospectus in such a manner as to permit such Stockholder to deliver such prospectus to purchasers of the Registrable Securities in accordance with applicable law.  Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Stockholder that is not a Notice Stockholder as a selling security holder in any registration statement under the Securities Act or related prospectus; provided, however, that any Stockholder that becomes a Notice Stockholder pursuant to the provisions of this Section 2.2(b) shall be named as a selling security holder in the Piggyback Registration in accordance with the requirements of this Section 2.2(b).

(c)Priority on Piggyback Registrations.  If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company (reasonably acceptable to the holders of a majority of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company)) advises the Company and the holders of the Registrable Securities sought to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to rights to demand (other than pursuant to

“piggyback” or other incidental or participation registration rights) such registration (such demand rights being “Other Demand Rights” and such Persons being “Other Demanding Sellers”), any holders of Registrable Securities seeking to sell such securities in such Piggyback Registration (“Piggyback Sellers”) and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company, the Other Demanding Sellers, and the Piggyback Sellers are so advised by such underwriter can be sold without such an effect (the “Maximum Piggyback Number”), as follows and in the following order of priority:

(i)if the Piggyback Registration is an offering on behalf of the Company and not any Person exercising Other Demand Rights (whether or not other Persons seek to include securities therein pursuant to “piggyback” or other incidental or participatory registration rights) (a “Primary Offering”), then (A) first, such number of securities to be sold by the Company as the Company, in its reasonable judgment and acting in good faith, shall have determined, and (B) second, if the number of securities to be included under clause (A) above is less than the Maximum Piggyback Number, the number of Registrable Securities sought to be registered by each Piggyback Seller, pro rata in proportion to the number of Registrable Securities sought to be registered by all the Piggyback Sellers pro rata in proportion to the Registrable Securities sought to be registered by all the Piggyback Sellers and all other proposed sellers, which in the aggregate, when added to the number of securities to be registered under clause (A) above, equals the Maximum Piggyback Number; and

(ii)if the Piggyback Registration is an offering other than pursuant to a Primary Offering, then (A) first, such number of securities sought to be registered by the Company, if applicable, and each Other Demanding Seller and any Stockholder that has requested rights pursuant to Section 2.2(a) above and become a Notice Stockholder pursuant to Section 2.2(b) above, pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Stockholders and (B) second, if the number of securities to be included under clause (A) above is less than the Maximum Piggyback Number, the number of Registrable Securities sought to be registered by each Piggyback Seller, pro rata in proportion to the number of Registrable Securities sought to be registered by all the Piggyback Sellers and all other proposed sellers, which in the aggregate, when added to the number of securities to be registered under clause (A) above, equals the Maximum Piggyback Number.

(d)Withdrawal by the Company.  If, at any time after giving written notice of its intention to register any of its securities as set forth in this Section 2.2 and prior to the time the registration statement filed in connection with such registration is declared effective, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned registration (but not from its obligation to pay the Registration Expenses (as hereinafter defined) in connection therewith as provided herein).  In the event that the Piggyback Sellers of such a registration hold $20 million of aggregate Fair Market Value of Registrable Securities as of such date then such holders may continue such registration as an

underwritten Demand Registration, and if the Piggyback Sellers of such a registration hold $10 million of aggregate Fair Market Value of Registrable Securities as of such date then such holders may continue such registration as a non-underwritten Demand Registration.  The continuation of such registration shall be counted as a Demand for all Stockholders who participate in such registration.

2.3Withdrawal Rights.  Any Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated for registration thereby by giving written notice to such effect to the Company at least five (5) business days prior to the effective date of such registration statement.  In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities hereunder.  No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below $20 million of aggregate Fair Market Value as of such date or, in the case or a non-underwritten Demand Registration, such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below $10 million of aggregate Fair Market Value as of such date, then the Company shall as promptly as practicable give each holder of Registrable Securities sought to be registered notice to such effect, referring to this Agreement and summarizing this Section 2.3, and within five (5) business days following the effectiveness of such notice, either the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notices made to each holder of Registrable Securities sought to be registered and the Company, respectively, elect that such registration statement not be filed or, if theretofore filed, be withdrawn.  During such five (5) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use its best efforts to prevent, the effectiveness thereof.  Any registration statement withdrawn or not filed (i) in accordance with an election by the Company, (ii) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders pursuant to Section 2.1(e) hereof, (iii) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders prior to the effectiveness of the applicable Demand Registration Statement or (iv) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or supplement to the applicable Demand Registration Statement contains adverse information regarding the Company shall not be counted as a Demand.  Except as set forth in clause (iv) of the previous sentence, any Demand withdrawn in accordance with an election by the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand unless the Stockholders reimburse the Company for its reasonable out-of-pocket expenses (but not including any Internal Expenses, as hereinafter defined) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder).  Upon the written request of a majority of the Stockholders, the Company

shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such holders with a determination in accordance with the immediately preceding sentence.

2.4Mandatory Shelf Registration. The Company shall use its reasonable best efforts, at its sole expense, to file with the Commission prior to the expiration of the Lock Up Period, a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for (a) the exchange, from time to time, of all JGWPT Holdings Common Interests held by any Stockholder other than PGHI for Class A Shares and (b) the resale, pursuant to Rule 415 under the Securities Act from time to time, of (i) such Class A Shares received upon such exchange by such Stockholders and (ii) Class A Shares received by PGHI either upon conversion of Class C Shares or upon exercise of the warrants granted by the Company to PGHI pursuant to the two Warrant Agreements, each dated as of November 14, 2013  (the “Shelf Registration Statement”).  The Company will notify each such Stockholder, within five (5) business days after the date on which the Shelf Registration Statement is first filed with the Commission, of the filing. The Company will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after such filing, subject to Section 2.6(d).  The Company further agrees to prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective, subject to Section 2.6(d), until all Registrable Securities included in such registration statement have been sold thereunder in accordance with the method of distribution set forth therein and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition or Rule 144 under the Securities Act (or any successor rule).  The filing of the Shelf Registration Statement will not affect the inclusion of any Registrable Securities in any other Registration Statement hereunder.

2.5Holdback Agreements.  Except as may be agreed to by the underwriters with respect to any Stockholder, each Stockholder agrees not to effect any public sale or distribution (including, without limitation, sales pursuant to Rule 144 of the Securities Act) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) day period prior to the date on which the Company intends, or in the case of a Demand Registration, the Demanding Holders intend, to commence a Public Offering (as set forth in the notice thereof provided by the Company or the Demanding Holders, as applicable) through the ninety (90) day period immediately following the effective date of any Demand Registration or any Piggyback Registration (in each case, except as part of such registration), or, in each case, if later, the date of any underwriting agreement with respect thereto; provided, however, that the Stockholders shall not be obligated to comply with this Section 2.5 on more than one (1) occasion in any nine (9) month period.

2.6Registration Procedures.

(a)Whenever the Stockholders have requested that any Registrable Securities be registered pursuant to this Agreement (whether pursuant to Demand Registration or Piggyback Registration), the Company (subject to its right to withdraw such registration as contemplated by Section 2.2(d) hereof) shall use its best efforts to effect the registration and the

sale of such Registrable Securities in accordance with the intended method of distribution thereof and, in connection therewith, the Company shall as expeditiously as possible, and, in any event, within sixty (60) days of receipt of such request:

(i)prepare and file with the Commission a registration statement with respect to such Registrable Securities on any form for which the Company then qualifies and is available for the sale of Registrable Securities to be registered thereunder in accordance with the intended method of distribution and use its reasonable best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the date thereof;

(ii)prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a continuous period of not less than one hundred eighty (180) days (or, if earlier, until all Registrable Securities included in such registration statement have been sold thereunder in accordance with the method of distribution set forth therein) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof as set forth in such registration statement (including, without limitation, by incorporating in a prospectus supplement or post-effective amendment, at the request of a seller of Registrable Securities, the terms of the sale of such Registrable Securities);

(iii)before filing with the Commission any such registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to counsel selected by the Demanding Holders of a majority of the Registrable Securities held by the Demanding Holders, counsel for the underwriter or sales or placement agent, if any, and any other counsel for holders of Registrable Securities, if any, in connection therewith, drafts of all such documents proposed to be filed and provide such counsel with a reasonable opportunity for review thereof and comment thereon, such review to be conducted and such comments to be delivered with reasonable promptness;

(iv)promptly (i) notify each seller of Registrable Securities of each of (x) the filing and effectiveness of the registration statement and prospectus and any amendment or supplements thereto, (y) the receipt of any comments from the Commission or any state securities law authorities or any other governmental authorities with respect to any such registration statement or prospectus or any amendments or supplements thereto, and (z) any oral or written stop order with respect to such registration, any suspension of the registration or qualification of the sale of such Registrable Securities in any jurisdiction or any initiation or threat of any proceedings with respect to any of the foregoing and (ii) use its reasonable best efforts to obtain the withdrawal of any order suspending the registration or qualification (or the effectiveness thereof) or suspending or preventing the use of any related prospectus in any jurisdiction with respect thereto;

(v)furnish to each seller of Registrable Securities, the underwriters and the sales or placement agent, if any, and counsel for each of the foregoing, a conformed copy of such registration statement and each amendment and supplement thereto (in each case, including all exhibits thereto and documents incorporated by reference therein) and such additional number of copies of such registration statement, each amendment and supplement thereto (in such case without such exhibits and documents), the prospectus (including each preliminary prospectus) included in such registration statement and prospectus supplements and all exhibits thereto and documents incorporated by reference therein and such other documents as such seller, underwriter, agent or counsel may reasonably request in order to facilitate the disposition of the Registrable Securities owned by each such seller;

(vi)if requested by the managing underwriter or underwriters of any registration or by the Demanding Holders of a majority of the Registrable Securities held by the Demanding Holders, subject to approval of counsel to the Company in its reasonable judgment, promptly incorporate in a prospectus, supplement or post-effective amendment to the registration statement such information concerning underwriters and the plan of distribution of the Registrable Securities as such managing underwriter or underwriters or such holders shall reasonably furnish to the Company in writing and request be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such holders to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus, supplement or post-effective amendment as soon as possible after being notified of the matters to be incorporated in such prospectus, supplement or post-effective amendment;

(vii)use its best efforts to register or qualify such Registrable Securities under such securities or “blue sky” laws of such jurisdictions as the holders of a majority of Registrable Securities sought to be registered reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of a majority of Registrable Securities sought to be registered to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders and keep such registration or qualification in effect for so long as the registration statement remains effective under the Securities Act (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph, (y) subject itself to taxation in any such jurisdiction where it would not otherwise be subject to taxation but for this paragraph or (z) consent to the general service of process in any jurisdiction where it would not otherwise be subject to general service of process but for this paragraph);

(viii)notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon the discovery that, or of the happening of any event as a result of which, the registration statement covering such Registrable Securities, as then in effect, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or any fact necessary to make the statements therein not misleading, and promptly

prepare and furnish to each such seller a supplement or amendment to the prospectus contained in such registration statement (and prepare and file and cause to become effective a post-effective amendment to such registration statement) so that such registration statement shall not, and such prospectus as thereafter delivered to the purchasers of such Registrable Securities shall not, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or any fact necessary to make the statements therein not misleading;

(ix)cause all such Registrable Securities to be listed on the New York Stock Exchange, Nasdaq Stock Market and/or any other national securities exchange and included in each established over-the-counter market on which or through which similar securities of the Company are listed or traded and, if not so listed or traded, to be listed on the NASD automated quotation system (“Nasdaq”) and, if listed on Nasdaq, use its reasonable efforts to secure designation of all such Registrable Securities covered by such registration statement as a”national market system security” within the meaning of Regulation NMS under the Exchange Act, or, failing that, to secure Nasdaq authorization for such Registrable Securities;

(x)make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees, attorneys and independent accountants to supply all information reasonably requested by any such sellers, underwriters, attorneys, accountants or agents in connection with such registration statement.  Information which the Company determines, in good faith, to be confidential shall not be disclosed by such persons unless (x) the disclosure of such information is necessary to avoid or correct a misstatement or omission in such registration statement or as otherwise required to be disclosed pursuant to the Securities Act and the rules promulgated thereunder, or (y) the release of such information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction.  Each seller of Registrable Securities agrees, on its own behalf and on behalf of all its underwriters, accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such is made generally available to the public.  Each seller of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriters, accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential;

(xi)use its best efforts to comply with all applicable laws related to such registration statement and offering and sale of securities and all applicable rules and regulations of governmental authorities in connection therewith (including, without limitation, the Securities Act and the Exchange Act) and make generally available to its security holders as soon as practicable (but in any event not later than

fifteen (15) months after the effectiveness of such registration statement) an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act;

(xii)permit any Stockholder, which Stockholder, in its sole and exclusive judgment, might be deemed to be an underwriter or controlling person of the Company, to participate in the preparation of such registration statement and to require the insertion therein of material furnished to the Company in writing, which in the reasonable judgment of such holder and such holder’s counsel should be included;

(xiii)in the case of an underwritten offering, use reasonable best efforts to furnish to each seller of Registrable Securities and each underwriter of such offering a signed counterpart of (x) an opinion of counsel for the Company and (y) a comfort letter signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such registration statement, covering such matters with respect to such registration statement and, in the case of the accountants’ comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ comfort letters delivered to the underwriters in underwritten public offerings of securities for the account of, or on behalf of, an issuer of common stock, such opinion and comfort letters to be dated the date such opinions and comfort letters are customarily dated in such transactions, and covering in the case of such legal opinion, such other legal matters and, in the case of such comfort letter, such other financial matters, as are customarily covered by such legal opinions and comfort letters;

(xiv)not permit any officer, manager, underwriter, broker or any other person acting on behalf of the Company to use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with any registration statement covering Registrable Securities, without the prior written consent of a majority of Stockholders of Registrable Securities covered in any such registration statement and any underwriter; and

(xv)use reasonable best efforts to have officers of the Company participate in “road shows” for any Demand Registration and analyst or investor presentations and such other selling or informational activities as are customary for transactions similar to the planned disposition of securities requested by the Demanding Holders or the managing underwriter for such offerings.

(xvi)take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities.

(b)Underwriting.  Without limiting any of the foregoing, in the event that any offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the agreements contained herein) by an issuer of common

stock in underwriting agreements with respect to underwritten public offerings of common stock for the account of, or on behalf of, such issuers.  In connection with the sale of Registrable Securities hereunder, any seller of such Registrable Securities may, at its option, require that any and all representations and warranties by, and indemnities and agreements of, the Company to or for the benefit of such underwriter or underwriters (or which would be made to or for the benefit of such an underwriter or underwriter if such sale of Registrable Securities were pursuant to a customary underwritten offering) be made to and for the benefit of such seller and that any or all of the conditions precedent to the obligations of such underwriter or underwriters (or which would be so for the benefit of such underwriter or underwriters under a customary underwriting agreement) be conditions precedent to the obligations of such seller in connection with the disposition of its securities pursuant to the terms hereof (it being agreed that in connection with any Demand Registration, without limiting any rights or remedies of the Stockholders, in the event any such condition precedent shall not be satisfied and, if not so satisfied, shall not be waived by the holders of a majority of the Registrable Securities to be included in such Demand Registration, such Demand Registration shall not be counted as a permitted Demand hereunder).  In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall (x) furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold, in such denominations as requested and (y) instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto.

(c)Return of Prospectuses.  Each seller of Registrable Securities hereunder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.6(a)(viii) hereof, such seller shall forthwith discontinue such seller’s disposition of Registrable Securities pursuant to the applicable registration statement and  prospectus relating thereto until such seller’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.6(a)(viii) hereof and, if so directed by the Company, deliver to the Company all copies, other than permanent file copies, then in such seller’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities.  In the event the Company shall give such notice, the one hundred eighty (180)-day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 2.6(a)(viii) hereof to the date when all such sellers shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.

(d) Suspensions. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Stockholders, to require such Stockholders to suspend the use of the prospectus for sales of Registrable Securities under any registration statement for a reasonable period of time not to exceed 90 days in succession or 180 days in the aggregate in any 12-month period (a “Suspension Period”) if the Company shall determine that it is required to disclose in any such registration statement a financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and that the disclosure of such information at such time would be detrimental to the Company or the holders of its equity securities.  Immediately upon receipt of such notice, the Stockholders shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as

required below.  Any Suspension Period shall terminate at such time as the public disclosure of such information is made.  After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the applicable registration statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

2.7Registration Expenses.  All expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement, including, without limitation, all registration and filing fees, all fees and expenses of compliance with securities and “blue sky” laws (including, without limitation, the fees and expenses of counsel for underwriters or placement or sales agents, if any, in connection therewith), all printing and copying expenses, all messenger and delivery expenses, all fees and expenses of underwriters and sales and placement agents, if any, in connection therewith (excluding discounts and commissions), all fees and expenses of the Company’s independent certified public accountants and counsel (including, without limitation, with respect to comfort letters and opinions) (collectively, the “Registration Expenses”) shall be borne by the Company.  The Company shall be responsible for the fees and expenses of one (1) firm of attorneys retained by all of the Stockholders in the aggregate in connection with the sale of Registrable Securities.  Notwithstanding the foregoing, the Company shall not be responsible for the fees and expenses of any additional counsel, or any of the accountants, agents or experts retained by the Stockholders in connection with the sale of Registrable Securities.  The Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) (collectively, “Internal Expenses”) and, except as otherwise provided in this Section 2.7, the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by the Company are then listed or traded or for listing on Nasdaq.

2.8Indemnification.

(a)By the Company.  The Company agrees to indemnify, to the fullest extent permitted by law, each holder of Registrable Securities being sold, its officers, directors, managers, partners, stockholders, members, employees and agents and each Person who controls (within the meaning of the Securities Act) such holder or such an other indemnified Person against all losses, claims, damages, liabilities and expenses (collectively, the “Losses”) caused by, resulting from or relating to any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished to the Company in writing by or on behalf of such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same as required

by Article II hereof.  In connection with an underwritten offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of the Securities Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities being sold.

(b)By Stockholders.  In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish, or cause to be furnished, to the Company in writing information regarding such holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company or such other indemnified Person against all Losses caused by, resulting from or relating to any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by or on behalf of such holder and such information was actually used by the Company in a final prospectus or a post-effective amendment; provided, however, that each holder’s obligation to indemnify the Company hereunder shall be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement, no such holder being liable to the Company in excess of such apportionment.

(c)Notice.  Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which its seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide such notice.

(d)Defense of Actions.  In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel).  An indemnifying party shall not be liable for

any settlement of an action or claim effected without its consent.  The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail diligently to contest such matter (except to the extent settled in accordance with the next following sentence).  No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld).

(e)Survival.  The indemnification obligations of the Company and the Stockholders selling Registrable Securities under this Section 2.8 shall survive until the first anniversary of the expiration of all applicable statutes of limitation or extensions of such statutes.  The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person and will survive the transfer of the Registrable Securities and the termination of this Agreement.

(f)Contribution.  If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons.  In determining the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances.  It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.  Notwithstanding the foregoing, no Stockholder shall be required to make a contribution in excess of the net amount received by such holder from the sale of Registrable Securities

ARTICLE III
MISCELLANEOUS

3.1Term.  The rights of Stockholders with respect to the registration rights granted pursuant to this Agreement shall remain in effect, subject to the terms hereof, so long as there are Registrable Securities or securities which are convertible or exchangeable for Registrable Securities issued and outstanding.

3.2Specific Performance.  Each of the Stockholders acknowledges and agrees that, in the event of any breach of this Agreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages.  The Stockholders hereby agree that, in addition to any other remedy to which any party may be entitled at law or in equity, they shall be entitled to compel specific performance of this Agreement in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction for such action.

3.3Headings.  Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement

or any provision hereof.

3.4Entire Agreement.  This Agreement and the Limited Liability Company Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and thereof.  They supersede any prior agreement or understanding among the parties, and they may not be modified or amended in any manner other than by an instrument in writing signed by the parties hereto or thereto, or their respective successors or assigns, or otherwise as provided herein or therein.

3.5Confidentiality.  Except as required by law, no party shall disclose any term of this Agreement or any related agreement, including the Limited Liability Company Agreement, to any third party without the prior written consent of the other parties.  Notwithstanding the foregoing, the parties may share such information with their respective investors, provided such investors agree to keep such information confidential.

3.6Expenses.  Except as set forth in Section 2.6 hereof, each party agrees that such party shall bear its own expenses incurred in connection with this Agreement.

3.7Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given on the date of delivery, if personally delivered, or if mailed (registered or certified mail, postage prepaid, return receipt requested), on the third (3rd) business day following mailing as follows:

If to the Company, to:

JGWPT Holdings Inc.

201 King of Prussia Road, Suite 501

Radnor, PA 19087-5148

Attn: Stephen Kirkwood, Esq.

Telephone: (484) 434-2350

Fax: (855) 285-5089

with copies to:

Skadden, Arps, Slate, Meagher & Flom LLP

920 N. King Street

Wilmington, Delaware 19801

Attn:Steven J. Daniels, Esq.

Telephone: (302) 651-3240

Fax: (302) 552-3240

and

Reed Smith LLP

1650 Market Street, Suite 2500

Philadelphia, Pennsylvania  19103

Attn:  Lori L. Lasher, Esq.

Telephone: (215) 851-8136

Fax:  (215) 851-1420

If to the Stockholders, to the addresses of the Stockholders as set forth in the books and records of the Company.

3.8Applicable Law.  This Agreement shall be governed by and interpreted and enforced in accordance with the substantive laws of the State of Delaware, without giving effect to the conflicts of law principles thereof.

3.9Jurisdiction; Service of Process.  Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if the Court of Chancery lacks subject matter jurisdiction, any other Delaware state court or any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any transaction or other agreement contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any transaction or other agreement contemplated hereby in any court other than the Court of Chancery of the State of Delaware, or if the Court of Chancery lacks subject matter jurisdiction, any other Delaware state court or any federal court sitting in the state of Delaware and (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any transaction or other agreement contemplated hereby.

3.10Severability.  The invalidity, illegality, or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality, or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality, or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

3.11Successors; Assigns; and Third-Party Beneficiaries.  The provisions of this Agreement shall be binding upon the parties hereto and their respective heirs, successors, and permitted assigns.  Any of the Stockholders’ “Permitted Transferees” under the terms of the Limited Liability Company Agreement and any transferee or assignee of the JLL Holders will be permitted to enter into this Agreement by means of a joinder agreement and to benefit from the registration rights applicable to Registrable Securities held by such transferring Stockholder.  Except as expressly provided herein, neither this Agreement nor the rights or obligations of any Stockholder hereunder may be assigned.  Any such attempted assignment in contravention of this Agreement shall be void and of no effect.

3.12Amendments.  This Agreement may not be amended, modified, or supplemented unless such modification is in writing and signed by the parties hereto.  Notwithstanding the foregoing, each party agrees that if any Person who holds Class A Shares (or securities that are exchangeable or convertible into Class A Shares) other than a Stockholder, enters into an agreement with the JLL Holders, the Company or any of their respective Affiliates on terms that are more favorable to such holder than those contained in this Agreement with respect to the Stockholders, then this Agreement shall be immediately amended to incorporate such favorable terms in favor of the Stockholders.

3.13Waiver.  Any waiver (express or implied) of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

3.14Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the terms and provisions of this Registration Rights Agreement as of the date first above written.

JGWPT HOLDINGS INC.
By:	/s/ Randi K. Sellari
	Name:	Randi K. Sellari
	Title:	President
JLL JGW DISTRIBUTION, LLC
By:	/s/ Paul S. Levy
	Name:	Paul S. Levy
	Title:	Authorized Person
JGW HOLDCO, LLC
By:	/s/ David Miller
	Name:	David Miller
	Title:	Chief Executive Officer
PGHI CORP.
By:	/s/ James D. Terlizzi
	Name:	James D. Terlizzi
	Title:	Chief Executive Officer

HOLDER
CANDLEWOOD SPECIAL SITUATIONS FUND L.P.
By:	Candlewood Investment Group as investment manager
By:	/s/ Michael Lau
	Name:	Michael Lau
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]

R3 CAPITAL PARTNERS MASTER, L.P.
By:	BlackRock Investment Management, LLC, its
Investment Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory
ARK SUBSIDIARY, LLC
By:	BlackRock Advisers, LLC, as Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory
BGT SUBSIDIARY, LLC
By:	BlackRock Advisers, LLC, as Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory
BLW SUBSIDIARY, LLC
By:	BlackRock Advisers, LLC, as Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory
DSU SUBSIDIARY, LLC
By:	BlackRock Advisers, LLC, as Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]

FRA SUBSIDIARY, LLC
By:	BlackRock Advisers, LLC, as Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory
BR-FRI SUBSIDIARY, LLC
By:	BlackRock Advisers, LLC, as Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory
JGW RESTRUCTURING HOLDINGS (LONG 3), LLC
By:	Longhorn CDO III, LTD, its sole member
By:	BlackRock Financial Management, Inc., its Collateral
Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory
JGW RESTRUCTURING HOLDINGS (BSIS V), LLC
By:	BlackRock Senior Income Series V Limited, its sole
member
By:	BlackRock Financial Management, Inc., its Collateral
Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]

JGW RESTRUCTURING HOLDINGS (BSIS IV), LLC
By:	BlackRock Senior Income Series IV, its sole member
By:	BlackRock Financial Management, Inc., its Collateral
Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory
JGW RESTRUCTURING HOLDINGS (BSIS), LLC
By:	BlackRock Senior Income Series, its sole member
By:	BlackRock Financial Management, Inc., its Collateral
Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory
JGW RESTRUCTURING HOLDINGS (MAG V), LLC
By:	Magnetite V CLO, Limited, its sole member
By:	BlackRock Financial Management, Inc., its Collateral
Manager
By:	/s/ C. Adrian Marshall
	Name:	C. Adrian Marshall
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]

CANDLEWOOD CREDIT VALUE FUND II, L.P.
By:	/s/ Howard Sullivan
	Name:	Howard Sullivan
	Title:	Authorized Signatory
CCVF JGW LLC
By:	/s/ Howard Sullivan
	Name:	Howard Sullivan
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]

ORIX CORPORATE CAPITAL INC.
(f/k/a ORIX Finance Corp.)
By:	/s/ Christopher L. Smith
	Name:	Christopher L. Smith
	Title:	Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC
By:	RBS Securities Inc., its agent
By:	/s/ Jon Weiss
	Name:	Jon Weiss
	Title:	Managing Director
DLJ MERCHANT BANKING FUNDING, INC.
By:	/s/ Kenneth J. Lohsen
	Name:	Kenneth J. Lohsen
	Title:	Authorized Officer
WHITEHORSE V, LTD.
By:	WhiteHorse Capital Partners, L.P., as collateral manager
By:	WhiteRock Asset Advisor, LLC, its G.P.
By:	/s/ Jay Carvell
	Name:	Jay Carvell
	Title:	CFA

[Signature Page to Registration Rights Agreement]

CALIFORNIA PUBLIC EMPLOYEES’
RETIREMENT SYSTEM
By:	Nomura Corporate Research & Asset Management, as
Investment Advisor
By:	/s/ Stephen Kotsen
	Name:	Stephen Kotsen
	Title:	Managing Director
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
By:	Nomura Corporate Research & Asset Management, as
Investment Advisor
By:	/s/ Stephen Kotsen
	Name:	Stephen Kotsen
	Title:	Managing Director
STICHTING PENSIONENFONDS HOOGOVENS
By:	Nomura Corporate Research & Asset Management, as
Investment Advisor
By:	/s/ Stephen Kotsen
	Name:	Stephen Kotsen
	Title:	Managing Director
NOMURA US ATTRACTIVE YIELD CORPORATE BOND FUND MOTHER FUND
By:	Nomura Corporate Research & Asset Management, as
Investment Advisor
By:	/s/ Stephen Kotsen
	Name:	Stephen Kotsen
	Title:	Managing Director

[Signature Page to Registration Rights Agreement]

OCEAN TRAILS II TAX SUBSIDIARY
By:	West Gate Horizons Advisors LLC, its Investment Advisor
By:	/s/ Michael Hatley
	Name:	Michael Hatley
	Title:	President
OCEAN TRAILS CLO III TAX SUBSIDIARY I
By:	West Gate Horizons Advisors LLC, its Collateral Manager
By:	/s/ Michael Hatley
	Name:	Michael Hatley
	Title:	President

[Signature Page to Registration Rights Agreement]

VENTURE IX CDO LIMITED
By:	Its investment advisor, MJX Asset Management LLC
By:	/s/ Hans L. Christensen
	Name:		Hans L. Christensen
	Title:		Chief Executive Officer
VENTURE VIII CDO LIMITED
By:	Its investment advisor, MJX Asset Management LLC
By:	/s/ Hans L. Christensen
	Name:		Hans L. Christensen
	Title:		Chief Executive Officer
OWS I BLOCKER 1 CORP.
By:		/s/ Jason King & Jenifer Laurie
Name:		Jason King & Jenifer Laurie
Title:		Assistant Vice President & Authorized Signatory
OWS II BLOCKER 1 CORP
By:		/s/ Jason King & Jenifer Laurie
Name:		Jason King & Jenifer Laurie
Title:		Assistant Vice President & Authorized Signatory
CARLYLE J.G. WENTWORTH BLOCKER LLC
By:	/s/ Linda Pace
	Name:		Linda Pace
	Title:		Managing Director

[Signature Page to Registration Rights Agreement]

RESERVOIR MASTER FUND, L.P.
By:	RMF GP, LLC, its general partner
By:	/s/ Celia Felsher
Name:	Celia Felsher
Title:	General Counsel & Chief Operating Officer
GMAM GROUP PENSION TRUST II
By:	/s/ Aaron J. Poulin
Name:	Aaron J. Poulin
Title:	Vice President
JEFFERIES LEVERAGED CREDIT PRODUCTS LLC
By:	/s/ William McLoughlin
Name:	William McLoughlin
Title:	Senior Vice President
JEFFERIES LLC
By:	/s/ William McLoughlin
Name:	William McLoughlin
Title:	Senior Vice President

[Signature Page to Registration Rights Agreement]

LATITUDE CLO I, LTD.
By:	/s/ Kirk Wallace
Name: Kirk Wallace
Title: Senior Vice President
LATITUDE CLO II, LTD.
By:	/s/ Kirk Wallace
Name: Kirk Wallace
Title: Senior Vice President
LATITUDE CLO III, LTD.
By:	/s/ Kirk Wallace
Name: Kirk Wallace
Title: Senior Vice President

[Signature Page to Registration Rights Agreement]

/s/ David Miller

David Miller

/s/ Randi Sellari

Randi Sellari

/s/ Stefano Sola

Stefano Sola

/s/ Alfred J. DeLeo

Alfred J. DeLeo

/s/ Eugene I. Davis

Eugene I. Davis

[Signature Page to Registration Rights Agreement]

/s/ Dallas Aaron

Dallas Aaron

/s/ Michael Aloupis

Michael Aloupis

/s/ Eyal Ardity

Eyal Ardity

/s/ Loredana Astillero

Loredana Astillero

/s/ Paul Benk

Paul Benk

/s/ Steven M. Berkeley

Steven M. Berkeley

/s/ Ann Kirk

Ann Kirk

[Signature Page to Registration Rights Agreement]

/s/ Michael Bezak

Michael Bezak

/s/ Lori Borowski

Lori Borowski

/s/ Victor F. Burgess

Victor F. Burgess

/s/ Joseph Butch

Joseph Butch

/s/ Alberto M. Cairo

Alberto M. Cairo

/s/ Lauren Capriotti

Lauren Capriotti

/s/ Joe Colangelo

Joe Colangelo

/s/ Richard M. Connelly

Richard M. Connelly

[Signature Page to Registration Rights Agreement]

/s/ Dwayne C. Coubarous

Dwayne C. Coubarous

/s/ John Crilley

John Crilley

/s/ Vincent Cruz

Vincent Cruz

/s/ Jessica Daugherty

Jessica Daugherty

/s/ Carol DeLucia

Carol DeLucia

/s/ Dante Desantis

Dante Desantis

/s/ Kaylen Dixon

Kaylen Dixon

/s/ Philip Donahue

Philip Donahue

/s/ Karl Fischer

Karl Fischer

[Signature Page to Registration Rights Agreement]

/s/ Christopher S. Fisher

Christopher S. Fisher

/s/ Marc Franzen

Marc Franzen

/s/ Jennifer Gambol

Jennifer Gambol

/s/ Roger Gasper

Roger Gasper

/s/ Bara A. Goldberg

Bara A. Goldberg

/s/ Samuel I. Gottesman

Samuel I. Gottesman

/s/ Lindsay Grass

Lindsay Grass

/s/ James Grugan

James Grugan

[Signature Page to Registration Rights Agreement]

/s/ Mark Hall

Mark Hall

/s/ Steven Harris

Steven Harris

/s/ Mark Haslam

Mark Haslam

/s/ Daniel Hayes

Daniel Hayes

/s/ Thomas M. Hemler

Thomas M. Hemler

/s/ Kyle Hennessey

Kyle Hennessey

/s/ Douglas M. Hoffman

Douglas M. Hoffman

/s/ Ronald Houser

Ronald Houser

/s/ Amy L. Kaufman

Amy L. Kaufman

[Signature Page to Registration Rights Agreement]

/s/ Michael Kelly

Michael Kelly

/s/ Stephen A. Kirkwood

Stephen A. Kirkwood

/s/ Martin Kushner

Martin Kushner

/s/ Joshua Kyler

Joshua Kyler

/s/ Brian N. Lawlor

Brian N. Lawlor

/s/ Howard Lee

Howard Lee

/s/ Shawn Leonetti

Shawn Leonetti

/s/ Debra Maher

Debra Maher

/s/ Andrew May

Andrew May

[Signature Page to Registration Rights Agreement]

/s/ Keith G. Mayer

Keith G. Mayer

/s/ Michael Mayer

Michael Mayer

/s/ Adam McAllister

Adam McAllister

/s/ Joseph McEntee

Joseph McEntee

/s/ Jacqueline McLeod-Cephas

Jacqueline McLeod-Cephas

/s/ Susan Messner

Susan Messner

/s/ Sharon Miller

Sharon Miller

/s/ Alistair Murphy

Alistair Murphy

/s/ Michael Novak

Michael Novak

[Signature Page to Registration Rights Agreement]

/s/ John F. O’Donovan

John F. O’Donovan

/s/ Sean O’Reilly

Sean O’Reilly

/s/ Roy R. Parker

Roy R. Parker

/s/ Ankur Patel

Ankur Patel

/s/ Michael Pavelic

Michael Pavelic

/s/ Aaron Pendergast

Aaron Pendergast

/s/ Dwight Perry

Dwight Perry

/s/ Lori Pick

Lori Pick

/s/ Spencer Raynor-Smith

Spencer Raynor-Smith

[Signature Page to Registration Rights Agreement]

/s/ Robert T. Rigal

Robert T. Rigal

/s/ David Robinson

David Robinson

/s/ Michael Rodden

Michael Rodden

/s/ Sarah Rowland

Sarah Rowland

/s/ Ana Sofia Santo

Ana Sofia Santo

/s/ Clifton R. Satchell

Clifton R. Satchell

/s/ John Schwab

John Schwab

/s/ George Schwartz

George Schwartz

[Signature Page to Registration Rights Agreement]

/s/ Michael C. Schwartz

Michael C. Schwartz

/s/ Alice Thompson

Alice Thompson

/s/ Chenille Truitt

Chenille Truitt

/s/ Rodney C. Turner

Rodney C. Turner

/s/ Mathew A. Urbanovich

Mathew A. Urbanovich

/s/ Inna Vilenska

Inna Vilenska

/s/ Elizabeth Wallace

Elizabeth Wallace

/s/ Nicole Wesley

Nicole Wesley

[Signature Page to Registration Rights Agreement]

/s/ Daniel P. Whitman

Daniel P. Whitman

/s/ Edward Yi

Edward Yi

/s/ Derek Yoder

Derek Yoder

/s/ Eric Youngblood

Eric Youngblood

/s/ Betsy Zepeda

Betsy Zepeda

[Signature Page to Registration Rights Agreement]

EX-4.4

Exhibit 4.4

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), dated as of November 14, 2013, is by and among JLL JGW Distribution LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (collectively, the “JLL Holders”), PGHI Corp., a Delaware corporation (“PGHI”), and each of the other stockholders of JGWPT Holdings Inc., a Delaware corporation (the “Company”), who are signatories hereto including, without limitation, certain members of management (collectively with the JLL Holders and PGHI, the “Stockholders”).

RECITALS

A.Each Stockholder other than PGHI is the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of Class B Common Stock, par value $0.00001 per share (the “Class B Shares”), of the Company set forth on Schedule A hereto (such Class B Shares, together with all other voting securities of the Company, including shares of Class A Common Stock, par value $0.00001 per share, Class C Common Stock, par value $0.00001 per share, and Class B Shares acquired by the Stockholders after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”).

B.Concurrently with the execution and delivery of this Agreement, the Company is issuing shares of Class A Common Stock, par value $0.00001 per share, in an initial public offering as more fully described in the prospectus distributed in connection therewith (the “Offering”).

C.In connection with the Offering, the Stockholders desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Representations and Warranties of the Stockholders.

Each of the Stockholders, for itself and not for any other Stockholder, hereby represents and warrants to the other Stockholders as follows:

(a)Due Authorization and Organization.  To the extent that the Stockholder is not a natural person, the Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and, to the extent that the Stockholder is a natural person, the Stockholder has the requisite capacity to enter into this Agreement.  The Stockholder has all requisite legal power (corporate or other) and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been

duly authorized, executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(b)No Conflicts.  (i) No authorization, consent or approval of any other Person is necessary for the execution of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents of such Stockholder (if applicable), (B) result in, or give rise to, a violation or breach of or a default under (with or without notice or lapse of time, or both) any of the terms of any material contract, understanding, agreement or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its Subject Shares may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to such Stockholder, except for any of the foregoing as would not reasonably be expected to prevent such Stockholder from performing its obligations under this Agreement.

(c)The Subject Shares.  Schedule A sets forth the number of Subject Shares over which the Stockholder has record or beneficial ownership as of the date hereof.  As of the date hereof, the Stockholder is the record or beneficial owner of the Subject Shares denoted as being owned by the Stockholder on Schedule A and has the sole power to vote (or cause to be voted) such Subject Shares.  The Stockholder has good and valid title to the Subject Shares denoted as being owned by the Stockholder on Schedule A, free and clear of any and all Liens, other than those created by this Agreement, the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Company, and the Amended and Restated Limited Liability Company Agreement, dated as of November 13, 2013 (the “JGWPT Holdings LLC Agreement”) of JGWPT Holdings, LLC, a Delaware limited liability company (“JGWPT Holdings LLC”), or as would not prevent the Stockholder from performing its obligations under this Agreement.  Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings ascribed to them in the JGWPT Holdings LLC Agreement.

2.Covenants of the Stockholders.

Until the termination of this Agreement in accordance with Section 4, subject to the terms and conditions set forth herein, each Stockholder, in its capacity as such, agrees as follows:

(a)Election of Directors.  At each annual meeting of stockholders of the Company (each, a “Meeting”) while this Agreement is in effect, or at any adjournment, postponement or continuation of any such Meeting, or in any other circumstances upon which a vote or other approval with respect to the election of

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directors is sought, including by action by written consent in lieu of a meeting, each Stockholder shall vote (or cause to be voted) the Subject Shares held beneficially or of record by such Stockholder in favor of the election or re-election to the Board of Directors of the Company of:

(i)four (4) designees of JLL, who shall initially be Paul S. Levy, Frank Rodriguez, Alexander Castaldi and Kevin Hammond;

(ii)one (1) designee of (A) PGHI, (B) any Permitted Transferee of PGHI to which PGHI Transfers at least 872,136 Common Interests, or (C) DLJ Merchant Banking Partners IV, L.P. (“DLJMB Main Fund”), as long as DLJMB Main Fund collectively holds, directly or indirectly, at least 872,136 Common Interests and (in the case of (B) and (C)) to which PGHI assigns its right to designate a member of the Board of Directors of the Company (a “PGHI Director Assignee”); and

(iii)the Chief Executive Officer of the Company.

Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote.  As used herein, “JLL” means JLL Fund V AIF I, LP, a Delaware limited partnership, JLL Fund V AIF II, LP, a Delaware limited partnership, any other private equity investment partnership or private equity pooled investment vehicle sponsored or managed by JLL Partners, Inc., or any affiliate of any of the foregoing (including JLL Partners, Inc.).

(b)Additional Understandings.

(i)If at any time PGHI (together with its then-current stockholders) or the PGHI Director Assignee, as applicable, holds in the aggregate fewer than 436,104 Common Interests, including Non-Voting Common Interests, then PGHI or the PGHI Director Assignee, as applicable, will no longer be entitled to designate a member of the Board of Directors of the Company pursuant to Section 2(a)(ii) above.

(ii)Notwithstanding any provision in the Certificate of Incorporation or JGWPT Holdings LLC Agreement, PGHI agrees that, in any transaction pursuant to Section 9.10 of the JGWPT Holdings LLC Agreement in which Common Interests or Subject Shares are distributed to equity holders of PGHI, based on such equity holders’ proportionate ownership of PGHI, PGHI will not Transfer (as that term is defined in the JGWPT Holdings LLC Agreement) any Common Interests (including Non-Voting Common Interests) or Subject Shares unless the Transferee is at such time a party to this Agreement or has previously executed and delivered to the Partnership a joinder agreement, pursuant to which such Transferee agrees to be bound by all the terms and conditions of this Agreement, together with such other documents or instruments as may be necessary or appropriate to obligate such Transferee to the terms and conditions of this Agreement.

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(iii)Notwithstanding anything to the contrary contained herein, solely with respect to the designation of directors pursuant to Section 2(a)(iii) above, any CS-Controlled Affiliate shall be limited to casting votes representing, in the aggregate, no more than 9.9% of the total voting power entitled to be cast in the designation of such members of the Board of Directors of the Company, and to the extent that there is, at any time, more than one such CS-Controlled Affiliate, then the votes entitled to be cast by all such CS-Controlled Affiliates shall be reduced ratably in proportion to each such CS-Controlled Affiliate’s respective Aggregate Common Interest Percentage, such that the aggregate votes entitled to be cast by all such CS-Controlled Affiliates shall not exceed 9.9% of the total voting power entitled to be cast in the election of such members of the Board of Directors of the Company.

(c)Removal and Resignation of Directors.  Any member of the Board of Directors of the Company may be removed from the Board of Directors in the manner allowed by law and the Company’s Certificate of Incorporation and by-laws, each as amended from time to time; provided, however, that each Stockholder agrees that it will not, as a stockholder of the Company, vote for the removal of any director without the mutual consent of the Person(s) entitled to designate such director pursuant to Section 2(a) hereof.

(d)Vacancy of the Designated Directors.  If a director designated by one or more Person(s) under Section 2(a) hereof is removed or resigns from office, dies, or vacates his office as a result of disability, his successor shall be appointed in the manner allowed by law and the Company’s Certificate of Incorporation and by-laws, each as amended from time to time; provided, however, that each Stockholder shall use its commercially reasonable efforts, subject to applicable law, to cause a replacement director designated by the Person(s) entitled to designate such director under Section 2(a) hereof to be elected to the Board of Directors to fill such vacancy and shall vote all of its Subject Shares in favor of the election of such replacement director in accordance with Section 2(a) hereof.

(e)Transferees.  In connection with any transfer of Subject Shares in a Permitted Transfer or to a Permitted Transferee (as such terms are defined in the JGWPT Holdings LLC Agreement), it shall be a condition to any such transfer that the transferee agree to be bound by the provisions of this Agreement.

(f)No Contrary Agreement.  Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2.

3.Obligations as Director or Officer.

Nothing in this Agreement shall be deemed to limit or restrict any director or officer of the Company from acting in his capacity as such director or officer or from exercising his fiduciary duties and responsibilities, it being agreed and understood that this Agreement shall apply to each Stockholder solely in his capacity as a stockholder of

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the Company and shall not apply to his actions, judgments, or decisions as a director or officer of the Company if he or she is a director or officer of the Company.

4.Termination.

Unless earlier terminated by operation of applicable law, this Agreement shall terminate (a) immediately upon the written agreement of all of the Stockholders who then have a right, pursuant to Section 2 of this Agreement, to designate any directors, or (b) automatically at such time as no stockholder party hereto has a right to designate any directors hereunder.  No party hereto shall be relieved from any liability for intentional breach of this Agreement by reason of any such termination.  Notwithstanding the foregoing, this Section 4 and Sections 5 and 6 of this Agreement shall survive the termination of this Agreement.

5.Waiver of Jury Trial.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

6.Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

7.Specific Performance.

Each party hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such party and that any such breach would cause the other party hereto irreparable harm.  Accordingly, each party hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such party, the other party hereto shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance.

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8.Amendment.

This Agreement may be amended, modified or supplemented at any time and from time to time by the written agreement of each of the Stockholders.

9.Assignment; No Third Party Beneficiaries.

Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of all of the other parties.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Stockholders and their respective successors and permitted assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no Person (other than as so specified) shall be deemed a third party beneficiary under or by reason of this Agreement.

10.Notices.  All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (i) as of the date delivered if delivered personally or on the date of confirmation of receipt if sent by facsimile and (ii) on the third business day after deposit in the U.S. mail, if mailed by registered or certified mail (postage prepaid, return receipt requested), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt):

if to the JLL Holders, to:

JGW Holdco, LLC

JLL JGW Distribution LLC

c/o JLL Partners, Inc.

450 Lexington Avenue

31st Floor

New York, New York 10017

Attention:          Frank J. Rodriguez

Facsimile:          (212) 286-8626

with copies to:

Skadden, Arps, Slate, Meagher & Flom LLP

920 N. King Street

Wilmington, Delaware 19801

Attn:    Steven J. Daniels, Esq.

Telephone: (302) 651-3240

Fax: (302) 552-3240

and

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Reed Smith LLP

1650 Market Street, Suite 2500

Philadelphia, Pennsylvania  19103

Attn:  Lori L. Lasher, Esq.

Telephone: (215) 851-8136

Fax:  (215) 851-1420

If to any of the other Stockholders, at the address set forth on Schedule A hereto or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith.

11.Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

12.Integration.

This Agreement (together with the Certificate of Incorporation, the JGWPT Holdings LLC Agreement, and that certain Director Designation Agreement, dated as of November 14, 2013, by and between the JLL Holders (as defined in the Director Designation Agreement) and the Company), including Schedule A hereto, constitutes the full and entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersedes any and all prior understandings or agreements relating to the subject matter hereof and thereof. If applicable, this Agreement does not modify or affect the rights or benefits of any Stockholder under any employment agreement between such Stockholder and the Company, as amended through the date of this Agreement.

13.Mutual Drafting.

Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties.

14.Section Headings.

The section headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

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15.Counterparts.

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all which shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the terms and provisions of this Voting Agreement as of the date first above written.

JLL JGW DISTRIBUTION, LLC
By:	/s/ Paul S. Levy
	Name: Paul S. Levy
	Title: Authorized Person
JGW HOLDCO, LLC
By:	/s/ David Miller
	Name: David Miller
	Title: Chief Executive Officer
PGHI CORP.
By:	/s/ James D. Terlizzi
	Name: James D. Terlizzi
	Title: Chief Executive Officer

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/s/ David Miller

David Miller

/s/ Randi K. Sellari

Randi K. Sellari

/s/ Stefano Sola

Stefano Sola

[Signature Page to Voting Agreement]

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SCHEDULE A

STOCKHOLDERS

Stockholder	Subject Shares
JLL JGW Distribution, LLC c/o JLL Partners 450 Lexington Avenue, Suite 3350 31st Floor New York, NY 10017 Telephone: (212) 210-9300 Fax: (212) 286-8626	945,151 Class B Shares and any Class A Shares obtained by exchanging such Class B Shares for Class A Shares 1,500,000 Class A Shares
JGW Holdco, LLC c/o JLL Partners 450 Lexington Avenue, Suite 3350 31st Floor New York, NY 10017 Telephone: (212) 210-9300 Fax: (212) 286-8626	8,400,024 Class B Shares and any Class A Shares obtained by exchanging such Class B Shares for Class A Shares
PGHI Corp. 6465 E. Johns Crossing Suite 200 Johns Creek, GA 30097	All Class A Shares issuable upon exercise of warrants dated as of November 14, 2013. All Class A Shares issuable upon conversion of any of the 4,360,623 Class C Shares issuable upon exchange of Non-Voting Common Interests of JGWPT Holdings, LLC
David Miller c/o JGWPT Holdings Inc. 201 King of Prussia Road, Suite 501 Radnor, PA 19087	523,402 Class B Shares and any Class A Shares obtained by exchanging such Class B Shares for Class A Shares

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Randi K. Sellari c/o JGWPT Holdings Inc. 201 King of Prussia Road, Suite 501 Radnor, PA 19087	426,332 Class B Shares and any Class A Shares obtained by exchanging such Class B Shares for Class A Shares
Stefano Sola c/o JGWPT Holdings Inc. 201 King of Prussia Road, Suite 501 Radnor, PA 19087	206,116 Class B Shares and any Class A Shares obtained by exchanging such Class B Shares for Class A Shares

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EX-4.5

Exhibit 4.5

DIRECTOR DESIGNATION AGREEMENT

This DIRECTOR DESIGNATION AGREEMENT, dated as of November 14, 2013 (this “Agreement”), is entered into by and between JGWPT Holdings Inc., a Delaware corporation (“JGWPT Inc.”), PGHI Corp., a Delaware corporation (“PGHI”), and JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (together, the “JLL Holders”).

RECITALS

WHEREAS, JGWPT Inc. is contemplating an offer and sale of shares of its Class A common stock, par value $ 0.00001 per share (the “Class A Shares”), to the public in an underwritten initial public offering pursuant to a registration statement on Form S-1 (333-191585) (the “Initial Public Offering”); and

WHEREAS, prior to the execution of this Agreement, JGWPT Inc. will become the managing member of JGWPT Holdings, LLC, a Delaware limited liability company that is majority owned by the JLL Holders (“JGWPT LLC”) and PGHI, pursuant to that certain Amended and Restated Limited Liability Company Agreement of JGWPT LLC, as it may be amended, supplemented or otherwise modified from time to time (the “LLC Agreement”); and

WHEREAS, JGWPT Inc. wishes to agree to permit the JLL Holders and PGHI to designate a certain number of persons for nomination to the Board of Directors of JGWPT Inc. (the “Board”) on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, JGWPT Inc., PGHI, and the JLL Holders agree as follows:

1.Nominee Designation

1.1Designation Right.

(a)So long as JLL (as defined below) holds in the aggregate, at least 934,488 limited liability company membership interests designated as “Common Interests” of JGWPT LLC (“JGWPT Holdings LLC Common Interests”) or at least 20% of the aggregate number of JGWPT Holdings LLC Common Interests then held by members of JGWPT Holdings, LLC who were members of JGWPT Holdings LLC (or its predecessor of the same name) on July 12, 2011, then JLL shall have the right to designate four (4) persons for appointment or nomination, as the case may be, for election to the Board (each, a “JLL Designee”), as specified in Section 1.2(a).  For purposes of this Agreement, “JLL” means the JLL Holders, JLL Fund V AIF I, LP, a Delaware limited partnership, JLL Fund V AIF II, LP, a Delaware limited partnership, any other private equity investment partnership or private equity pooled investment vehicle sponsored or managed by JLL Partners, Inc., or any affiliate of any of the foregoing (including JLL Partners, Inc.).

(b)So long as PGHI (together with its then-current stockholders) or the PGHI Director Assignee (as defined below), as applicable, holds in the aggregate no fewer than 436,104 JGWPT Holdings LLC Common Interests, including those denominated as “Non-Voting Common Interests,” then PGHI or the PGHI Director Assignee shall have the right to designate one (1) person for appointment or nomination, as the case may be, for election to the Board (the “PGHI Designee”).  The PGHI Designee shall be the designee of (i) PGHI, (ii) any Permitted Transferee of PGHI to which PGHI Transfers at least 872,136 JGWPT Holdings LLC Common Interests, or (iii) DLJ Merchant Banking Partners IV, L.P. (“DLJMB Main Fund”), as long as DLJMB Main Fund collectively holds, directly or indirectly, at least 872,136 Common Interests and (in the case of (ii) and (iii)) to which PGHI assigns its right to designate a member of the Board of Directors of the Company (a “PGHI Director Assignee”).  As used herein, the terms “Permitted Transferee” and “Transfer” have the meanings ascribed to them in the LLC Agreement.

1.2Specific Designees.

(a)JLL shall be permitted to designate for appointment or nomination, as the case may be, for election to the Board four (4) JLL Designees, who shall initially be as follows:

Designees	Class
Alexander Castaldi	Class I
Kevin Hammond	Class II
Paul S. Levy	Class III
Frank Rodriguez	Class III

provided that Section 5.4 shall not apply to Section 1.2 of this Agreement; provided, further, that JLL shall have the right to amend, modify or supplement its original JLL Designees without the consent of JGWPT Inc.

(b)PGHI shall be permitted to designate for appointment or nomination, as the case may be, for election to the Board one (1) PGHI Designee who shall initially be Neal Pomroy in Class I; provided that Section 5.4 shall not apply to Section 1.2 of this Agreement; provided, further, that PGHI shall have the right to amend, modify or supplement its original PGHI Designee without the consent of JGWPT Inc.

(c)At every meeting of the Board, or a committee thereof, for which directors are appointed or are nominated to stand for election by stockholders of JGWPT Inc., JLL and PGHI (or the PGHI Director Assignee) will have the right to designate those persons to be appointed or nominated, as the case may be, for election to the Board for each director whose term expires at the next annual meeting of stockholders of JGWPT Inc. pursuant to the terms of the Amended and Restated Certificate of Incorporation of JGWPT Inc. (as it may be amended, supplemented, or otherwise modified from time to time, the “Certificate of Incorporation”), and who was a prior Designee of JLL or PGHI (or the PGHI Director Assignee), as applicable, in accordance with this Section 1.

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1.3No Assignment Right. The designation rights of JLL under this Section 1 are not assignable, except in accordance with Section 5.3.  The designation rights of PGHI under this Section 1 are not assignable, except as set forth in Section 1.1(b) with respect to the PGHI Director Assignee and in accordance with Section 5.3.

1.4Obligations of JGWPT Inc.

(a)For so long as JLL and PGHI (or the PGHI Director Assignee) have the right to designate directors hereunder, JGWPT Inc. agrees to cause each JLL Designee and the PGHI Designee, as applicable, to be included in the director nominations of the Board submitted to JGWPT Inc.’s stockholders for election of directors and in the proxy statement prepared by management in connection with soliciting proxies for every meeting of JGWPT Inc.’s stockholders called with respect to the election of members of the Board.

(b)Notwithstanding anything herein to the contrary, JGWPT Inc. shall not be obligated to cause to be nominated for election to the Board or recommend to the stockholders the election of any JLL Designee or PGHI Designee (i) who fails to submit to JGWPT Inc. such questionnaires as JGWPT Inc. may reasonably require of its directors generally, or (ii) the Board or any duly appointed nominating committee determines in good faith, after consultation with outside legal counsel, that such action would constitute a breach of its fiduciary duties or applicable law; provided, however, that upon the occurrence of either (i) or (ii) above, JGWPT Inc. shall promptly notify the JLL Holders or PGHI, as applicable, in writing of the occurrence of such event and permit JLL or PGHI, as applicable, to provide an alternate JLL Designee or PGHI Designee, as applicable, sufficiently in advance of any Board action, the meetings of the stockholders called or written action of stockholders with respect to such election of nominees and JGWPT Inc. shall be subject to its obligations under Section 1.4(a) with respect to such alternate designee.

(c)At any time a vacancy occurs because of the death, disability, resignation or removal of a JLL Designee or PGHI Designee, then the Board, or any committee thereof, will not vote, fill such vacancy or take any action until such time that (i) JLL or PGHI (or the PGHI Director Assignee), as applicable, has designated a successor designee and the Board has filled the vacancy and appointed such successor designee, (ii) JLL or PGHI (or the PGHI Director Assignee), as applicable, fails to designate a successor designee within thirty (30) days of such vacancy, or (iii) JLL or PGHI (or the PGHI Director Assignee), as applicable, has specifically waived its rights to designate a successor designee under this Agreement and has consented to the Board, or any committee thereof, taking a vote on such enumerated actions prior to the Board filling the vacancy with a successor designee. In the case of 1.4(c)(i), JLL or PGHI (or the PGHI Director Assignee), as applicable, shall have the right to fill such vacancy with a successor Designee in either Class I, Class II or Class III of the Board, so long as the class selected has a vacancy at the time a successor designee is provided by JLL or PGHI (or the PGHI Director Assignee), as applicable, subject to the requirements of applicable law and the rules of the national securities exchange on which the securities of JGWPT Inc. are then listed or trading.

(d)At any time that JLL shall have the right to designate at least one Designee under this Section 1, JGWPT Inc. shall not take any action in accordance with the Certificate of

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Incorporation or By-laws to change the size of the Board without the prior written consent of the JLL Holders.

2.Specific Performance. Each of the parties to this Agreement acknowledges that each party hereto will be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of JGWPT Inc., PGHI, and the JLL Holders shall be entitled to an injunction to prevent breaches of this Agreement and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction, in addition to any other remedy to which the parties hereto may be entitled at law or in equity. Each of the parties hereto hereby consents to personal jurisdiction in any such action brought in the United States District Court for the District of Delaware or in any court of the State of Delaware having subject matter jurisdiction. No bond or other similar undertaking shall be required of any party seeking relief under this Section.

3.Covenant of JGWPT Inc. JGWPT Inc. agrees that neither it nor any of its subsidiaries shall enter into any agreement or understanding or make any commitment to any person, or otherwise take any action, that would violate or be inconsistent with any provision or agreement contained in this Agreement.

4.Termination.  This Agreement shall terminate and be of no further force or effect at such time as JLL and PGHI no longer have any right to designate any director of JGWPT Inc. hereunder.

5.Miscellaneous.

5.1Governing Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.

5.2Notices. All notices, demands or other communications to be given under or by reason of this Agreement shall be in writing and shall be delivered by hand or sent by facsimile or electronic transmission or sent by overnight courier service and shall be deemed given when received, as follows:

If to JGWPT Inc.:	If to JLL Holders:
JGWPT Holdings Inc.	JLL JGW Distribution, LLC
201 King of Prussia Road, Suite 501	c/o JLL Partners, Inc.
Radnor, PA 19087-5148	450 Lexington Avenue, 31st Floor
Attention: Stephen Kirkwood, Esq.	New York, NY 10017
Fax: (484) 434-2351	Attention: Frank Rodriguez
	Fax: (212) 286 8626
with a copy to:	with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP	Skadden, Arps, Slate, Meagher & Flom LLP
920 N. King Street	920 N. King Street
Wilmington, DE 19801	Wilmington, DE 19801

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Attention: Steven J. Daniels, Esq.	Attention: Steven J. Daniels, Esq.
Fax: (302) 651-3001	Fax: (302) 651-3001
Reed Smith LLP 1650 Market Street, Suite 2500 Philadelphia, Pennsylvania  19103 Attn:  Lori L. Lasher, Esq. Telephone: (215) 851-8136 Fax:  (215) 851-1420
If to PGHI Corp:
PGHI Corp.
6465 E. Johns Crossing, Suite 200
Johns Creek, GA  30097
Attention: Craig Lessner, Esq.
E-mail: craiglessner@gmail.com
with a copy to:
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Attention: Stephen M. Besen, Esq.
Fax: (646) 848-8902

Any party to this Agreement may change its address for notices, demands, and other communications under this Agreement by giving notice of such change to the other party hereto in accordance with this Section 5.2.

5.3Benefit of Parties.

(a)This Agreement may not be assigned by JGWPT Inc. except with the prior written consent of all other parties to this Agreement.

(b)Nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement, other than JLL, any rights under this Agreement.

5.4Amendment. This Agreement may not be amended, modified, altered, or supplemented except by means of a written instrument executed on behalf of JGWPT Inc., PGHI, and the JLL Holders.

5.5Waiver. No failure on the part of either party hereto to exercise any power, right, privilege, or remedy under this Agreement, and no delay on the part of either party hereto in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver thereof; and no single or partial exercise of any such power, right, privilege, or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege, or remedy.

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5.6Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

5.7Entire Agreement. This Agreement sets forth the entire understanding of parties hereto and supersedes all other agreements and understandings between the parties hereto relating to the subject matter hereof.

5.8Counterparts and Facsimiles. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other. The parties hereto may execute the signature pages hereof and exchange such signature pages by facsimile or electronic transmission.

5.9Interpretation of Agreement.

(a)As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation.”

(b)Unless otherwise specified, references in this Agreement to “Sections” are intended to refer to Sections of this Agreement.

(c)The Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

(d)Each party hereto and its counsel cooperated in drafting and preparation of this Agreement. Any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby expressly waived.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

JGWPT HOLDINGS INC.
By:	/s/ Randi K. Sellari
	Name: Randi K. Sellari
	Title: President
JLL JGW DISTRIBUTION, LLC
By:	/s/ Paul S. Levy
	Name: Paul S. Levy
	Title: Authorized Person
JGW HOLDCO, LLC
By:	/s/ David Miller
	Name: David Miller
	Title: Chief Executive Officer
PGHI CORP.
By:	/s/ James D. Terlizzi
	Name: James D. Terlizzi
	Title: Chief Executive Officer

Signature Page — Director Designation Agreement

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EX-9.1

Exhibit 9.1

VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT, dated as of November 14, 2013 (this “Agreement”), by and among JGWPT Holdings Inc., a Delaware corporation (the “Company”), JLL JGW Distribution, LLC, a Delaware limited liability company, JGW Holdco LLC, a Delaware limited liability company (collectively, the “JLL Holders”), David Miller and Randi K. Sellari (collectively, the “Principals” and, together with the JLL Holders, the “Trustees”), and the stockholders of the Company set forth on the signature pages hereto including, without limitation, certain members of management of the Company (collectively, the “Stockholders”).

W I T N E S S E T H:

WHEREAS, each Stockholder is the owner of shares of Class B common stock, par value $0.00001 per share, of the Company (the “Class B Common Stock,” and each share of Class B Common Stock, a “Share”); and

WHEREAS, the Stockholders have determined that it is in their best interest and in the interest of the Company to enter into this Agreement so that the Class B Common Stock now owned by them may be voted by the Trustees in the same proportion as the Trustees vote the shares of Class B Common Stock held by such Trustees; and

WHEREAS, the JLL Holders and the Principals will serve together as the Trustees in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Deposit of Shares.  (a)  Each Stockholder hereby directs the Company to issue his or her Shares, and the Company agrees to issue such Shares, directly to the Trustees.  Upon receipt by the Trustees of the Shares, the Trustees shall hold such Shares subject to the terms and conditions of this Agreement and shall prepare certificates (the “Voting Trust Certificates”), substantially in the form attached hereto as Exhibit A, representing the Shares so deposited by such Stockholder, which certificates shall be held by the Company on behalf of the Stockholders.  As a condition to making any transfer or delivery of Voting Trust Certificates, the Trustees may require the transferee to agree in writing to be bound by, and subject to, the terms and conditions of this Agreement (if such person is not already bound) by executing a joinder in the form attached hereto as Exhibit B.  The Trustees shall maintain such books and records as permit the identification of each holder of a Voting Trust Certificate issued under this Agreement and the number of Shares represented by each Voting Trust Certificate.

(b)Any certificates representing shares of Class B Common Stock issued, transferred or delivered to the Trustees pursuant to this Agreement shall be surrendered by the Trustees to the Company and cancelled, and, in such event, a new

global certificate representing all such Shares (the “Global Certificate”) shall be issued by the Company to and in the name of the Trustees, or, at the Trustees’ election, such Shares shall thereafter be uncertificated.  Any such new certificate, and any other certificates for shares of Class B Common Stock issued to the Trustees pursuant to this Agreement, shall be endorsed by the Company with a legend to the effect that it or they are issued pursuant to this Agreement, and the Company shall note in its stock ledger that such certificate or certificates are issued pursuant to this Agreement.

2.Transfer of Voting Trust Certificates.  The Voting Trust Certificates shall be non-transferable, except in connection with the transfer by the holder of a corresponding number of limited liability company interests in JGWPT Holdings, LLC, a Delaware limited liability company f/k/a Wentworth Financial LLC (“JGWPT Holdings LLC”), designated as “Common Interests” or “Restricted Common Interests” (collectively, the “JGWPT Holdings LLC Common Interests”), as and to the extent permitted to be transferred under the terms of the Amended and Restated Limited Liability Company Agreement of JGWPT Holdings LLC, dated as of November 13, 2013 (the “JGWPT Holdings LLC Agreement”).  If and to the extent transferable under applicable securities laws and under any agreement restricting transferability, including the JGWPT Holdings LLC Agreement, and subject to Section 3 hereof, the Voting Trust Certificates shall be transferable on the books of the Trustees to be kept by them or their agent, upon surrender of such Voting Trust Certificates, duly endorsed in blank or accompanied by a proper instrument of assignment duly executed in blank, and in either case with all requisite transfer tax stamps attached, by the registered holder in person or by such holder’s duly authorized attorney.  Until the Voting Trust Certificates are transferred as provided above, the Trustees may treat the registered holder of each of such certificates as the absolute owner thereof for all purposes whatsoever.

If any JGWPT Holdings LLC Common Interests are sold to the Company in connection with the issuance, offering, and sale of shares of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company in its initial public offering (including any sale of shares of Class A Common Stock pursuant to any over-allotment option granted to the underwriters of the shares in such offering), then the Voting Trust Certificates corresponding to the Shares relating to the JGWPT Holdings LLC Common Interests so sold shall be transferred by the Trustees to the Company for cancellation, and (a) if there be a Global Certificate, a portion of the Shares represented by the Global Certificate shall be transferred by the Trustees to the Company for cancellation; (b) if there be new certificates representing Shares, such certificates shall be transferred by the Trustees to the Company for cancellation; and (c) if there be uncertificated Shares, the Trustees shall direct the Company to cancel such Shares.  No additional purchase price shall be paid by the Company for the repurchase of Shares corresponding to JGWPT Holdings LLC Common Interests so purchased.

If any JGWPT Holdings LLC Common Interests are either exchanged for shares of Class A Common Stock of the Company or forfeited, in either case pursuant to the JGWPT Holdings LLC Agreement, then the Voting Trust Certificates corresponding to the Shares relating to the JGWPT Holdings LLC Common Interests so exchanged or

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forfeited shall be transferred by the Trustees to the Company for cancellation, and (a) if there be a Global Certificate, a portion of the Shares represented by the Global Certificate shall be transferred by the Trustees to the Company for redemption and cancellation; (b) if there be new certificates representing Shares, such certificates shall be transferred by the Trustees to the Company for redemption and cancellation; and (c) if there be uncertificated Shares, the Trustees shall direct the Company to cancel such Shares.

3.Limitations on Transferability of Voting Trust Certificates.  Notwithstanding any other provision of this Agreement to the contrary, each Voting Trust Certificate shall be subject to the restrictions against sale or other transfer that are and would be applicable to the particular shares of Class B Common Stock represented by such Voting Trust Certificate if such shares of Class B Common Stock were held of record by the holder of such Voting Trust Certificate and had not been deposited with the Trustees hereunder, including, but not limited to, transfer restrictions imposed by the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the JGWPT Holdings LLC Agreement.

4.Dividends; Changes in Shares  (a) In the event that the Trustees shall receive any dividends or other distributions (other than additional shares of Class B Common Stock through a stock dividend or stock split) with respect to the shares of Class B Common Stock held by them hereunder, they shall promptly pay the amount thereof received by them to each holder of the Voting Trust Certificates in proportion to such holder’s respective interests, less such holder’s pro rata share of any tax or other governmental charge in connection therewith; provided, however, that the Trustees may, by notice to the Company, instruct the Company to pay such dividends directly to the holders of the Voting Trust Certificates entitled thereto.  If the Trustees shall receive any shares of Class B Common Stock as a dividend upon or in exchange for any shares of Class B Common Stock held by them hereunder, the Trustees shall hold such shares in accordance with the terms of this Agreement and shall issue Voting Trust Certificates representing such shares or fractional shares to the holders of the then outstanding Voting Trust Certificates in proportion to their respective interests.  If any dividend or distribution in respect of shares of Class B Common Stock held hereunder shall be paid other than in cash or Class B Common Stock, the Trustees shall distribute such dividend, in kind, to the holders of the Voting Trust Certificates in proportion to their respective interests.

(b)If the Company shall change the number or par value of the shares of Class B Common Stock held by the Trustees under this Agreement, the Trustees shall issue to the holders of the then outstanding Voting Trust Certificates additional or other Voting Trust Certificates (upon presentation or surrender of those outstanding, if the Trustees so require) so that the outstanding Voting Trust Certificates shall at all times correctly reflect the number of shares of Class B Common Stock held pursuant to this Agreement.

5.Replacement of Mutilated, Lost or Stolen Voting Trust Certificates. In case any Voting Trust Certificate shall become mutilated or be destroyed, lost or stolen,

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the holder thereof shall immediately notify the Trustees, which may, in their discretion, issue and deliver to such holder a new Voting Trust Certificate of like tenor and denomination in exchange for and upon cancellation of the Voting Trust Certificate so mutilated, or in substitution for the Voting Trust Certificate so destroyed, lost or stolen.  The applicant for such substituted Voting Trust Certificate shall furnish proof satisfactory to the Trustees of such destruction, loss or theft, and shall also furnish indemnity reasonably satisfactory to the Trustees and shall comply with such other reasonable regulations and pay such reasonable charges as the Trustees may require.

6.Holders of Voting Trust Certificates Bound.  Every registered holder of a Voting Trust Certificate, and every bearer of a Voting Trust Certificate properly endorsed in blank or properly assigned, by the acceptance or holding thereof shall be deemed conclusively for all purposes to have assented to this Agreement and to all of its terms, conditions and provisions and shall be bound hereby with the same force and effect as if such holder or bearer had executed this Agreement.

7.Trustees.  (a) The Trustees executing this Agreement (i) acknowledge receipt or possession of the certificates representing the shares of Class B Common Stock deposited herewith as set forth in Section 1(a) hereof, (ii) accept the trust hereby created in accordance with all of the terms and conditions contained herein and (iii) agree that such Trustees shall exercise the powers and perform the duties of the Trustees as herein set forth according to the Trustees’ best judgment.

(b)The Trustees may purchase, sell, own or hold shares of Class B Common Stock and Voting Trust Certificates in accordance with this Agreement, the Certificate of Incorporation and the JGWPT Holdings LLC Agreement and may contract with and be compensated by the Company or any affiliated corporation or be or become pecuniarily interested in any matter or transaction to which the Company or any affiliated corporation may be a party or with which the Company may in any way be concerned, as fully and freely as if the Trustees were not the Trustees.

(c)JLL shall be permitted to transfer its rights and obligations as Trustee under this Agreement to any Affiliate or to a Permitted Transferee (as such terms are defined in the JGWPT Holdings LLC Agreement).  Any successor Trustee appointed pursuant to this Section 7(c) shall have the same powers and obligations as an original Trustee and shall be subject to all of the terms and conditions of this Agreement, with like effect as though such successor were an original party hereto, and any reference herein to the Trustee shall be deemed to include such successor Trustee.

(d)Notwithstanding the foregoing, each Trustee shall automatically cease to be a Trustee under this Agreement at such time as such Trustee no longer beneficially owns any shares of Class B Common Stock, whereupon all powers, rights, and obligations of such Trustee under this Agreement shall terminate.

(e)Every registered holder of a Voting Trust Certificate, and every bearer of a Voting Trust Certificate properly endorsed in blank or properly assigned, by

4

the acceptance or holding thereof severally agrees to waive, and by such act does waive, any and all claims of every kind and nature that hereafter each such holder or bearer may have against the Trustees and agrees to release, and by such act does release, the Trustees and their successors and assigns from any liability whatsoever arising out of or in connection with the exercise of their powers or the performance of their duties hereunder, except for the willful misconduct or gross negligence of the Trustees.

(f)The Trustees agree to serve without compensation.  The Company shall pay all reasonable expenses of the Trustees, including counsel fees, and shall discharge all liabilities incurred by them in connection with the exercise of their powers and the performance of their duties under this Agreement.  The Company shall also defend, indemnify and hold the Trustees harmless from and against any and all claims and liabilities in connection with or arising out of the administration of the trust created by this Agreement or the exercise of any powers or the performance of any duties by them as herein provided or contemplated, except such as shall arise from the willful misconduct or gross negligence of the Trustees.

8.Voting of Shares.

(a)For so long as this Agreement remains in effect, the Trustees shall be entitled, pursuant to the terms of this Agreement, to exercise all rights and powers to vote the shares of Class B Common Stock held by the Trustees hereunder, including the giving of consents and the granting of proxies in respect thereof, with respect to any lawful corporate action, whether or not in the ordinary course of business, and no holder of Voting Trust Certificates shall in such capacity have any rights or powers to vote such shares of Class B Common Stock or to give consents with respect to or grant proxies in respect thereof or otherwise take part in any corporate action.  The Trustees shall vote the shares of Class B Common Stock subject to the Voting Trust in the same proportion as the Trustees vote the shares of Class A Common Stock and Class B Common Stock held by the Trustees.

(b)All questions arising among the Trustees, other than the exercise of voting power subject to Section 8(a) hereof, shall from time to time be determined by the affirmative vote of the Trustees holding at least a majority of the shares of Class B Common Stock beneficially owned by those then holding office as Trustees, either at a meeting or by written consent without a meeting.  The decision or act of a majority of the Trustees holding such shares under this Section 8(b) shall be deemed the decision or act of all of the Trustees.

9.Dissolution and Liquidation.  (a) Upon any dissolution or total or partial liquidation of the Company, whether voluntary or involuntary, including any Sale Transaction (as such term is defined in the JGWPT Holdings LLC Agreement), the Trustees shall give immediate notice thereof to the holders of the Voting Trust Certificates, and shall receive the assets to which each such holder is entitled upon such dissolution, liquidation or Sale Transaction, and shall distribute such assets, less the amount of the expenses of the Trustees, to the holders of the Voting Trust Certificates in

5

proportion to their respective interests as shown by the books of the Trustees as of the close of business on the date fixed by the Company for the taking of a record to determine the holders of shares of Common Stock entitled to receive such assets, provided that, in the event of any such dissolution or liquidation of the Company or Sale Transaction, at any time within sixty (60) days after the date thereof, the Trustees may deposit the assets so received, less the amount of the expenses of the Trustees, with a bank, trust company or savings bank located in New York, New York and satisfactory to the Trustees, in trust for the holders of such Voting Trust Certificates, with authority and instructions to distribute the balance among the holders of Voting Trust Certificates entitled thereto, upon surrender of such certificates, and upon such deposit all further obligations or liability of the Trustees with respect to the distribution of such assets shall cease.

(b)In the event of the dissolution or total liquidation of the Company or any Sale Transaction, this Agreement shall terminate and the holders of Voting Trust Certificates shall have no further rights hereunder, except the right to receive their respective portions of the assets received pursuant to Section 9(a) hereof.

10.Termination and Amendment.  (a) Unless earlier terminated by operation of applicable law, this Agreement shall terminate immediately upon the written agreement of the Company and the Trustees.

(b)Upon termination of this Agreement, the Trustees, in exchange for or upon surrender of any Voting Trust Certificates then outstanding, shall, in accordance with the terms thereof and out of the certificates for the shares of Class B Common Stock held by them hereunder, deliver to the holders of Voting Trust Certificates shares of Class B Common Stock representing the same number of shares represented by such Voting Trust Certificates (and any other securities, cash or property received in respect of such shares, or into which such shares have been converted or exchanged), and thereupon all liability of the Trustees for delivery of such certificates shall terminate.  The Trustees may require the holders of Voting Trust Certificates so to exchange their Voting Trust Certificates for certificates representing shares of Class B Common Stock, and if such certificates are registered in the name of the Trustees, the Company shall issue new certificates therefor to and in the name of such holder upon surrender of the certificates for such shares registered in the name of the Trustees.

(c)This Agreement may be amended, modified or supplemented at any time and from time to time by the written agreement of the Company and the Trustees.

11.Books and Records.  The Trustees shall keep, or cause to be kept, in the office of the Company, a record of the registered holders of the Voting Trust Certificates and such other books and records as they shall be required to maintain by law.

12.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is

6

confirmed) or sent by an overnight courier service, such as Federal Express, to the party to whom it is directed:

If to the Company, at the following address:

JGWPT Holdings Inc.

201 King of Prussia Road, Suite 501

Radnor, PA 19087-5148

Attn: Stephen Kirkwood, Esq.

Telephone: (484) 434-2350

Fax: (855) 285-5089

with copies to:

Skadden, Arps, Slate, Meagher & Flom LLP
920 N. King Street

Wilmington, Delaware 19801

Attn:       Steven J. Daniels, Esq.

Telephone: (302) 651-3240

Fax: (302) 552-3240

and

Reed Smith LLP

1650 Market Street, Suite 2500

Philadelphia, Pennsylvania  19103

Attn:  Lori L. Lasher, Esq.

Telephone: (215) 851-8136

Fax:  (215) 851-1420

If to the Trustees, at the following address:

JGW Holdco, LLC

JLL JGW Distribution, LLC

c/o JLL Partners, Inc.

450 Lexington Avenue

31st Floor

New York, New York 10017

Attn.: Frank J. Rodriguez

Telephone: (212) 210-9300

Fax: (212) 286-8626

with copies to:

Skadden, Arps, Slate, Meagher & Flom LLP
920 N. King Street

7

Wilmington, Delaware 19801

Attn:Steven J. Daniels, Esq.

Telephone: (302) 651-3240

Fax: (302) 552-3240

and

Reed Smith LLP

1650 Market Street

Philadelphia, Pennsylvania  19103

Attn:  Lori L. Lasher, Esq.

Telephone: (215) 851-8136

Fax:  (215) 851-1420

and if to the holders of Voting Trust Certificates at the addresses furnished by them to the Trustees.

13.Filing.  The Trustees shall cause a copy of this Agreement, and any amendments hereto, to be filed in the registered office of the Company in the State of Delaware for inspection by any stockholder of the Company or any holder of any beneficial interest hereunder, and by the agents of either, in such manner and upon such conditions as the books of the Company are open to inspection by a stockholder of the Company.

14.Binding Effect.  The terms of this Agreement shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of each of the parties hereto.

15.Consent to Reorganization; Power of Attorney.  Each Stockholder hereby (i) ratifies the actions of the Trustees, in their capacity as members of JGWPT Holdings LLC, in connection with the merger of JGWPT Holdings, LLC with and into Wentworth Financial LLC (the “Merger”), with Wentworth Financial LLC being the surviving entity and being renamed as JGWPT Holdings, LLC (the “Surviving Entity”), the related amendment and restatement of the limited liability company agreement of the Surviving Entity to read in its entirety as set forth in the JGWPT Holdings LLC Agreement, and the conversion in the Merger of the limited liability company interests previously held by the Stockholders in JGWPT Holdings, LLC into “Common Interests” of the Surviving Entity; (ii) agrees to execute, acknowledge and deliver any further agreements, documents or instruments requested by JGWPT Holdings LLC (or any successor thereto) reasonably necessary or customary in connection with the matters referenced in the foregoing clause (i) and the issuance and sale by the Company of shares of Class A Common Stock, par value $0.00001 per share, of the Company in the initial public offering, the purchase of interests in JGWPT Holdings LLC with the proceeds therefrom, and all related transactions (collectively, the “Transactions”); and (iii) designates and appoints Paul S. Levy, Frank Rodriguez, Al Castaldi and Kevin Hammond, and each of them, as its true and lawful attorney and proxy, in its name, place

8

and stead, to make, execute, sign and file such instruments, documents or certificates as may from time to time be required by the laws of the United States of America and the State of Delaware and any political subdivision thereof or any other state or political subdivision in which JGWPT Holdings LLC and the Company shall do business to carry out the Transactions and the transactions contemplated by this Agreement.

16.Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

17.Severability.  If any term or provision of this Agreement shall be held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

18.Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the provisions hereof.

19.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20.Integration.  This Agreement, including the Exhibits hereto and the documents, schedules, certificates and instruments referred to herein embody the entire agreement and understanding of the parties hereto in respect of the transactions contemplated by this Agreement.  Except for those documents referred to in the immediately preceding sentence, this Agreement supersedes all prior agreements, arrangements and understandings of the parties with respect to such transactions.

21.Specific Performance.  Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages.  It is accordingly agreed that the parties hereto shall waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction of such action.

22.Additional Stockholders.  Any person owning shares of Class B Common Stock who is  required to become a party to this Agreement after the date hereof shall do so by executing a joinder to this Agreement in the form attached hereto as Exhibit B.

23.Construction.  Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number,

9

singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate.

[SIGNATURE PAGE FOLLOWS]

10

IN WITNESS WHEREOF the respective parties have caused this Agreement to be executed as of the date first above written.

JGWPT HOLDINGS INC.
By:	/s/ Randi K. Sellari
	Name: Randi K. Sellari
	Title: President
JGWPT HOLDINGS, LLC
By:	/s/ Randi K. Sellari
	Name: Randi K. Sellari
	Title: President
JGW HOLDCO, LLC, as Trustee
By:	/s/ David Miller
	Name: David Miller
	Title: Chief Executive Officer
JLL JGW DISTRIBUTION, LLC, as Trustee
By:	/s/ Paul S. Levy
	Paul S. Levy
	Authorized Person
DAVID MILLER, as Trustee
/s/ David Miller
David Miller
RANDI K. SELLARI, as Trustee
/s/ Randi K. Sellari
Randi K. Sellari

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Stefano Sola

Stefano Sola

/s/ Dallas Aaron

Dallas Aaron

/s/ Michael Aloupis

Michael Aloupis

/s/ Eyal Ardity

Eyal Ardity

/s/ Loredana Astillero

Loredana Astillero

/s/ Paul Benk

Paul Benk

/s/ Steven Berkeley

Steven M. Berkeley

/s/ Ann Kirk

Ann Kirk

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Michael Bezak

Michael Bezak

/s/ Lori Borowski

Lori Borowski

/s/ Victor F. Burgess

Victor F. Burgess

/s/ Joseph Butch

Joseph Butch

/s/ Alberto M. Cairo

Alberto M. Cairo

/s/ Lauren Capriotti

Lauren Capriotti

/s/ Joe Colangelo

Joe Colangelo

/s/ Richard M. Connelly

Richard M. Connelly

/s/ Dwayne C. Coubarous

Dwayne C. Coubarous

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ John Crilley

John Crilley

/s/ Vincent Cruz

Vincent Cruz

/s/ Jessica Daugherty

Jessica Daugherty

/s/ Carol DeLucia

Carol DeLucia

/s/ Dante Desantis

Dante Desantis

/s/ Kaylen Dixon

Kaylen Dixon

/s/ Philip Donahue

Philip Donahue

/s/ Karl Fischer

Karl Fischer

/s/ Christopher S. Fisher

Christopher S. Fisher

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Marc Franzen

Marc Franzen

/s/ Jennifer Gambol

Jennifer Gambol

/s/ Roger Gasper

Roger Gasper

/s/ Bara A. Goldberg

Bara A. Goldberg

/s/ Samuel I. Gottesman

Samuel I. Gottesman

/s/ Lindsay Grass

Lindsay Grass

/s/ James Grugan

James Grugan

/s/ Mark Hall

Mark Hall

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Steven Harris

Steven Harris

/s/ Mark Haslam

Mark Haslam

/s/ Daniel Hayes

Daniel Hayes

/s/ Thomas M. Hemler

Thomas M. Hemler

/s/ Kyle Hennessey

Kyle Hennessey

/s/ Douglas M. Hoffman

Douglas M. Hoffman

/s/ Ronald Houser

Ronald Houser

/s/ Amy L. Kaufman

Amy L. Kaufman

/s/ Michael Kelly

Michael Kelly

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Stephen A. Kirkwood

Stephen A. Kirkwood

/s/ Martin Kushner

Martin Kushner

/s/ Joshua Kyler

Joshua Kyler

/s/ Brian N. Lawlor

Brian N. Lawlor

/s/ Howard Lee

Howard Lee

/s/ Shawn Leonetti

Shawn Leonetti

/s/ Debra Maher

Debra Maher

/s/ Andrew May 

Andrew May

/s/ Keith G. Mayer

Keith G. Mayer

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Michael Mayer

Michael Mayer

/s/ Adam McAllister

Adam McAllister

/s/ Joseph McEntee

Joseph McEntee

/s/ Jacqueline McLeod-Cephas

Jacqueline McLeod-Cephas

/s/ Susan Messner

Susan Messner

/s/ Sharon Miller

Sharon Miller

/s/ Alistair Murphy

Alistair Murphy

/s/ Michael Novak

Michael Novak

/s/ John F. O’Donovan

John F. O’Donovan

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Sean O’Reilly

Sean O’Reilly

/s/ Roy R. Parker

Roy R. Parker

/s/ Ankur Patel

Ankur Patel

/s/ Michael Pavelic

Michael Pavelic

/s/ Pendergast

Aaron Pendergast

/s/ Dwight Perry

Dwight Perry

/s/ Lori Pick

Lori Pick

/s/ Spencer Raynor-Smith

Spencer Raynor-Smith

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Robert T. Rigal

Robert T. Rigal

/s/ David Robinson

David Robinson

/s/ Michael Rodden

Michael Rodden

/s/ Sarah Rowland

Sarah Rowland

/s/ Ana Sofia Santo

Ana Sofia Santo

/s/ Clifton R. Satchell

Clifton R. Satchell

/s/ John Schwab

John Schwab

/s/ George Schwartz

George Schwartz

/s/ Michael C. Schwartz

Michael C. Schwartz

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Alice Thompson

Alice Thompson

/s/ Chenille Truitt

Chenille Truitt

/s/ Rodney C. Turner

Rodney C. Turner

/s/ Mathew A. Urbanovich

Mathew A. Urbanovich

/s/ Inna Vilenska

Inna Vilenska

/s/ Elizabeth Wallace

Elizabeth Wallace

/s/ Nicole Wesley

Nicole Wesley

/s/ Daniel P. Whitman

Daniel P. Whitman

/s/ Edward Yi

Edward Yi

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/s/ Derek Yoder

Derek Yoder

/s/ Eric Youngblood

Eric Youngblood

/s/ Betsy Zepeda

Betsy Zepeda

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

EXHIBIT A

JGWPT HOLDINGS INC.

VOTING TRUST CERTIFICATE

No.                        Shares of Class B Common Stock

This certifies that                              has deposited **            ** shares of Class B Common Stock of JGWPT Holdings Inc., a Delaware corporation (the “Company”), with the undersigned Trustees under a Voting Trust Agreement, dated as of November 14, 2013, by and among the Trustees, the Company and certain stockholders of the Company (as amended, the “Agreement”).

This certificate, and the interest represented hereby, are transferable only on the books of the Trustees upon the presentation and surrender hereof.

The holder of this certificate takes the same subject to all the terms and conditions of the Agreement and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Trustees have caused this certificate to be signed as of this [         ] day of            , 2013.

By:
	as Trustee

NEITHER THIS CERTIFICATE NOR THE COMMON STOCK OF JGWPT HOLDINGS INC. TO WHICH THIS CERTIFICATE RELATES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS CERTIFICATE NOR THE BENEFICIAL INTEREST IN THE COMMON STOCK TO WHICH THIS CERTIFICATE RELATES MAY BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO SUCH ACT OR SUCH LAWS OR UNLESS EXEMPTIONS FROM SUCH REGISTRATION ARE THEN AVAILABLE.

SALE, ASSIGNMENT, PLEDGE OR OTHER TRANSFER OF THIS VOTING TRUST CERTIFICATE AND THE SHARES OF COMMON STOCK OF JGWPT HOLDINGS INC. REPRESENTED THEREBY IS RESTRICTED BY THE TERMS OF THE VOTING TRUST AGREEMENT, DATED AS OF NOVEMBER 14, 2013, COPIES OF WHICH MAY BE EXAMINED AT JGWPT HOLDINGS INC.’S PRINCIPAL EXECUTIVE OFFICES AT 201 KING OF PRUSSIA ROAD, RADNOR, PA 19087-5148.

23

EXHIBIT B

FORM OF JOINDER

TO

VOTING TRUST AGREEMENT

The undersigned hereby consents and agrees (a) to be bound by the terms and conditions of the Voting Trust Agreement, dated as of November 14, 2013, as such agreement may be amended from time to time, by and among JGWPT Holdings Inc., JLL JGW Distribution, LLC, JGW Holdco, LLC, David Miller, Randi K. Sellari, and the stockholders named therein (the “Voting Trust Agreement”) and (b) that the undersigned shall be considered a “Stockholder” of JGWPT Holdings Inc. for purposes of the Voting Trust Agreement.

By:
	Name:

Date:

24

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

JGWPT HOLDINGS, LLC

(f/k/a WENTWORTH FINANCIAL LLC)

a Delaware Limited Liability Company

Dated as of November 13, 2013

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
ARTICLE II THE LIMITED LIABILITY COMPANY		13
2.1	Formation	13
2.2	Name	13
2.3	Business Purpose	13
2.4	Registered Office and Agent	13
2.5	Term	14
2.6	Company Powers	14
2.7	Affiliate Transactions	14
2.8	Business Transactions of a Member or the Managing Member with the Company	14
2.9	Principal Place of Business	14
2.10	Title to Company Property	14
ARTICLE III THE MEMBERS		15
3.1	The Members	15
3.2	Member Meetings	15
3.3	Liability of Members	16
3.4	Power to Bind the Company	16
ARTICLE IV THE MANAGING MEMBER AND OFFICERS		16
4.1	Management by the Managing Member	16
4.2	Expenses of the Managing Member	16
4.3	Relationship With the Managing Member	17
4.4	Officers and Related Persons	20
4.5	Reliance by Third Parties	21
4.6	Member Approval Required	21
4.7	Duty and Standard of Care by Managing Member to Company and Members	21
ARTICLE V CAPITAL STRUCTURE AND CONTRIBUTIONS		21
5.1	Capital Structure	21
5.2	Capital Contributions	25
5.3	No Withdrawal of Capital Contributions; Redemptions and Repurchases	25
5.4	No Other Capital Contributions	25
5.5	Maintenance of Capital Accounts	25
5.6	Information Rights	26
ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS		27
6.1	Allocations of Net Profits and Net Losses	27

6.2	Special Allocations	28
6.3	No Right to Distributions	30
6.4	Distributions	30
6.5	Withholding	31
6.6	Restrictions on Distributions	31
6.7	Distributions in Liquidation	31
6.8	Determinations by the Managing Member	31
ARTICLE VII ACCOUNTS		32
7.1	Books	32
7.2	Reports	32
7.3	No Right of Inspection by Members	33
7.4	Federal Tax Matters	33
7.5	Fiscal Year	33
7.6	Issuance of Compensatory Interests	34
7.7	Structure to Defer Recognizing Income or Gain	35
ARTICLE VIII TRANSFER OF INTERESTS IN THE COMPANY		36
8.1	Prohibition	36
8.2	Conditions to Permitted Transfers	37
8.3	Effect of Transfers	39
8.4	Admission of Additional Members	39
8.5	Admission of Assignees as Substitute Members	39
8.6	Cessation of Member	40
8.7	Withdrawal of Members Upon Transfer	40
8.8	Effect of Notices	40
ARTICLE IX EXCHANGE		40
9.1	General	40
9.2	Exchange Notice	41
9.3	Closing Date	42
9.4	Closing Conditions	42
9.5	Closing Deliveries	43
9.6	Expenses	44
9.7	Termination of Membership; Cancellation and Registration of Common Interests	44
9.8	Tax Treatment	44
9.9	Adjustment	44
9.10	Alternative Exchange	44
9.11	Cash Exchange	47
ARTICLE X EVENTS OF DISSOLUTION		47
ARTICLE XI TERMINATION		48
11.1	Liquidation	48
11.2	Final Accounting	48
11.3	Distribution in Kind	48

ii

11.4	Cancellation of Certificate	48
ARTICLE XII EXCULPATION AND INDEMNIFICATION		48
12.1	Exculpation	48
12.2	Indemnification	49
12.3	Amendments	49
ARTICLE XIII AMENDMENT TO AGREEMENT		49
13.1	Amendments.	49
ARTICLE XIV GENERAL PROVISIONS		50
14.1	Notices	50
14.2	Entire Agreement, etc	51
14.3	Construction Principles	51
14.4	Counterparts	51
14.5	Severability	51
14.6	Governing Law	52
14.7	Binding Effect	52
14.8	Additional Documents and Acts	52
14.9	Parties in Interest	52
14.10	Limited Liability Company	52
14.11	Jurisdiction; Service of Process	53

iii

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of JGWPT HOLDINGS, LLC f/k/a Wentworth Financial LLC (the “Company”) is made and entered into as of this 13th day of November, 2013 (the “Effective Date”), by and among each Person listed as a Member in the books and records of the Company as of the date hereof (each, a “Member” and, collectively, the “Members”), and each Person subsequently admitted as a Member of the Company in accordance with the terms hereof.

RECITALS

WHEREAS, on June 21, 2013, the Company was formed under the name “Wentworth Financial LLC” in accordance with the provisions of the Delaware Limited Liability Company Act and any successor statute, as amended from time to time (the “Act”), and the Company’s initial Members entered into a written agreement pursuant to the Act governing the affairs of the Company and the conduct of its business (the “Initial Agreement”);

WHEREAS, contemporaneously with the execution of this Agreement, JGWPT Holdings, LLC, a Delaware limited liability company, is merging with and into the Company with the Company surviving, and the Company is changing its name to “JGWPT Holdings, LLC”; and

WHEREAS, in connection with the above-referenced merger, the Members desire to amend and restate the Initial Agreement in its entirety to read as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

ARTICLE I

DEFINITIONS

As used herein, the following terms have the meanings set forth below:

1.1          “Act” shall have the meaning set forth in the Recitals hereto.

1.2          “Additional Capital Contributions” shall have the meaning set forth in Section 5.2(a) hereof.

1.3          “Additional Member” shall mean a Person who has acquired Interests after the Effective Date from the Company or a Member and has been admitted as a Member of the Company pursuant to Section 8.4 hereof.

1.4          “Adjusted Capital Account Deficit” shall mean, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(a)        credit to such Capital Account any amounts which such Member is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentence of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(b)        debit to such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

1.5          “Affiliate” shall have the meaning set forth in Rule 405 promulgated under the Securities Act.

1.6          “Affiliate Transaction” shall have the meaning set forth in Section 2.7(a) hereof.

1.7          “Aggregate Common Interest Percentage” of a Member as of a specified date shall mean the percentage determined by dividing (A) the aggregate number of Common Interests held by such Member (including any Restricted Common Interests and Non-Voting Common Interests) as of such date by (B) the aggregate number of Interests outstanding as of such date (including any Restricted Common Interests and Non-Voting Common Interests).

1.8          “Agreement” shall have the meaning set forth in the Preamble hereto.

1.9          “Assignee” shall mean a transferee of Interests who has not been admitted as a Substitute Member.

1.10        “Assumed Tax Liability” shall have the meaning set forth in Section 6.4(b) hereof.

1.11        “Bank Holding Company Act” shall mean the Bank Holding Company Act of 1956, as amended, and the regulations promulgated thereunder.

1.12        “Blackout Period” shall have the meaning set forth in Section 9.3(c) hereof.

1.13        “Book Value” shall mean, with respect to any Company asset, the adjusted tax basis of the asset for federal income tax purposes, except as follows:

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(a)        the initial Book Value of any asset (other than cash) contributed by a Member to the Company shall be the gross fair market value of such asset, as reasonably determined by the Managing Member;

(b)        the Book Values of all Company assets shall be adjusted to equal their respective gross fair market values, in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f) and (to the extent permitted or required by law) proposed Regulations Section 1.704-1(b)(2)(iv)(s), except as otherwise provided herein and as determined by the Managing Member:  (i) immediately prior to the acquisition of any additional Interests by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the distribution by the Company to a Member of more than a de minimis amount of Company property (other than a pro rata Distribution); (iii) immediately prior to the issuance of an Interest (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company; and (iv) immediately prior to the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to subsections (i), (ii) or (iii) of this subclause (b) shall be made only if the Managing Member reasonably determines in good faith that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members;

(c)        for purposes of subclause (b), the Book Values of all Company assets shall be adjusted in accordance with the provisions of proposed Regulations Section 1.704-1(b)(2)(iv)(h)(2);

(d)        the Book Value of any Company asset distributed to any Member shall be adjusted immediately prior to such Distribution to equal the gross fair market value of such asset on the date of distribution as reasonably determined by the Managing Member; and

(e)        the Book Values of all Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subclause (c) of the definition of “Net Profits and Net Losses” or Section 6.2(g) hereof; provided, however, that such Book Values shall not be adjusted pursuant to this subclause (e) to the extent that the Managing Member determines that an adjustment pursuant to subclause (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subclause (e).

1.14        “Business Day” shall mean any day on which banks located in the States of New York, Pennsylvania and Nevada are not required or authorized by law to remain closed.

1.15        “Capital Account” shall have the meaning set forth in Section 5.5(a) hereof.

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1.16        “Capital Contribution” shall mean any contribution of cash or property to the Company made by or on behalf of a Member and shall include the Initial Capital Contribution and any Additional Capital Contributions of such Member, as set forth from time to time in the books and records of the Company.

1.17        “Cash Amount” shall have the meaning set forth in Section 9.11 hereof.

1.18        “Cash Exchange” shall have the meaning set forth in Section 9.11 hereof.

1.19        “Certificate of Cancellation” shall mean the certificate required to be filed with the Secretary of State of the State of Delaware pursuant to Section 18-203 of the Act in connection with a dissolution of the Company.

1.20        “Certificate of Formation” shall have the meaning set forth in Section 2.1 hereof.

1.21        “Claim(s)” shall have the meaning set forth in Section 12.2 hereof.

1.22        “Class A Shares” shall mean the shares of Class A common stock, par value $.00001 per share, of JHI.

1.23        “Class B Management Interests” shall have the meaning set forth in Section 5.1(c) hereof

1.24        “Class B Shares” shall mean the shares of Class B common stock, par value $.00001 per share, of JHI.

1.25        “Class C Shares” shall mean the shares of Class C common stock, par value $.00001 per share, of JHI.

1.26        “Closing” shall have the meaning set forth in Section 9.3(a) hereof.

1.27        “Closing Date” shall have the meaning set forth in Section 9.3(a) hereof.

1.28        “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.29        “Common Interests” shall have the meaning set forth in Section 5.1(a)(ii) hereof.

1.30        “Company” shall have the meaning set forth in the Preamble hereto.

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1.31        “Company Minimum Gain” shall have the meaning ascribed to “partnership minimum gain” in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

1.32        “Company Subsidiary” or “Company Subsidiaries” shall mean any entity which is now, or becomes after the Effective Date, required to be consolidated with the Company in the Company’s books and records pursuant to generally accepted accounting principles.

1.33        “Compensatory Interests” shall have the meaning set forth in Section 7.6(a) hereof.

1.34        “Conversion Conditions” shall have the meaning set forth in Section 8.1(c) hereof.

1.35        “Covered 704(c) Gain” shall mean the excess, if any, of (x) the aggregate amount of income or gain recognized by the Company and allocated to PGHI under Code Section 704(c) in respect of such Restricted Transaction and all previous Restricted Transactions (net of any loss or deduction recognized by the Company and allocated to PGHI under Code Section 704(c) in respect of Restricted Transactions), over (y) the Available NOLs.  For this purpose, “Available NOLs” shall mean (i) $285,057,755 for the 2011 taxable year, (ii) $304,707,895 for the 2012 taxable year, (iii) $324,358,034 for the 2013 taxable year; (iv) $329,201,268 for the 2014 taxable year; and (v) $329,201,268 for the 2015 taxable year; in each case adjusted in the following manner: (i) increased or reduced, as the case may be, to reflect any difference in the actual amount of net operating losses of Peach Group (as such term is defined in the Peach Merger Agreement) available for use as of December 31, 2010 (taking into account the application of the limitation under Code Section 382 that is imposed as a result of the November 2006 acquisition of Peach Holdings, Inc. by Orchard Acquisition Company) and $233,508,750, (ii) reduced by the net positive taxable income, or increased by the net taxable loss, of PGHI for the portion of its 2011 taxable year that is prior to July 12, 2011, (iii) reduced by the cumulative amount of income and gain recognized by the Company that has been or will be allocated to PGHI for all past and present periods through and including the end of the Estimated Tax Period in which such Restricted Transaction occurs (other than under Code Section 704(c) in respect of Restricted Transactions); provided that income and gain shall not reduce Available NOLs under this clause (iii) to the extent that sufficient Distributions or Tax Distributions have been made on account of such income or gain to satisfy the Assumed Tax Liability in respect of such income or gain, (iv) increased by the cumulative amount of loss or deduction recognized by the Company that has been or will be allocated to PGHI for all past and present periods through and including the end of the Estimated Tax Period in which such Restricted Transaction occurs (other than under Code Section 704(c) in respect of Restricted Transactions) and (v) taking into account any audit adjustments of the Internal Revenue Service that have the effect of decreasing or increasing the amount of net operating losses of PGHI for any taxable period (or portion of a taxable period) prior to July 12, 2011; provided that the amount of reductions under this clause (v) shall not exceed $276,840,722.  Notwithstanding the foregoing, the amount of Available NOLs at any relevant

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determination date shall take into account the application of the limitation under Code Section 382 that is imposed as a result of the November 2006 acquisition of Peach Holdings, Inc. by Orchard Acquisition Company.  It is the intent of the parties hereto that the schedule of Available NOLs for taxable years 2011 through 2015, as set forth above, is intended to take into account $38,169,487 of income from the 2009 cancellation of indebtedness of Peach Holdings, Inc. Notwithstanding anything to the contrary contained in this Section 1.37, no further adjustment for such income shall be made to the amount of Available NOLs.

1.36        “Covered Person” or “Covered Persons” shall have the meaning set forth in Section 12.1 hereof.

1.37        “Credit Suisse” shall mean Credit Suisse Group AG.

1.38        “CS-Controlled Affiliate” shall mean any Affiliate of PGHI, DLJMB or Credit Suisse that for purposes of the Bank Holding Company Act, are controlled affiliates of Credit Suisse.

1.39        “Depreciation” shall mean, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Fiscal Year for federal income tax purposes, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Book Value using any reasonable method selected by the Managing Member.

1.40        “Distribution” shall mean a transfer of cash or property by the Company to a Member on account of Interests as described in Article VI or Section 7.7 hereof.

1.41        “DLJMB” shall mean DLJMB Main Fund., DLJ Offshore Partners IV, L.P., DLJ Merchant Banking Partners IV (Pacific), L.P., MBP IV Plan Investors, L.P., DLJ Merchant Banking Partners IV (Co-Investments), L.P. and any other private equity investment partnership or private equity pooled investment vehicle sponsored or managed by any of the foregoing, or any Affiliate of the foregoing.

1.42        “DLJMB Main Fund” shall mean DLJ Merchant Banking Partners IV, L.P..

1.43        “Effective Date” shall have the meaning set forth in the Preamble hereto.

1.44        “Employee Member” shall mean each Member holding Restricted Common Interests.

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1.45        “Equity Compensation Plan” shall have the meaning set forth in Section 4.3(e)(i) hereof.

1.46        “Equity Proceeds” shall have the meaning set forth in Section 4.3(e)(i) hereof.

1.47        “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.48        “Estimated Tax Period” means a calendar period commencing on January 1 of each year, and ending on March 31, May 31, August 31 and December 31 of such year.

1.49        “Event of Dissolution” shall have the meaning set forth in Article X hereof.

1.50        “Exchange” shall have the meaning set forth in Section 9.1 hereof.

1.51        “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.52        “Exchange Notice” shall have the meaning set forth in Section 9.2 hereof.

1.53        “Fair Market Value” shall mean, (A) in the case of Class A Shares and Class C Shares and, provided that the provisions for exchange set forth in Article IX hereof remain applicable and in effect, any Common Interests, the volume weighted average sale price per Class A Share on the New York Stock Exchange on such date, or if Class A Shares are not listed on the New York Stock Exchange, on the principal national securities exchange on which the Class A Shares are then listed or, if the Class A Shares are not listed on a national securities exchange, an automated quotation system on which the Class A Shares are then listed or authorized for quotation, in each case as reported by Bloomberg Financial Markets (or any successor thereto) through its “Volume at Price” functions and ignoring any block trades (which, for purposes of this definition means any transfer of more than 100,000 shares (subject to adjustment to reflect stock dividends, stock splits, stock combinations and other similar events)), and if the Class A Shares are not then listed on a national securities exchange or authorized for quotation on an automated quotation system, such value as the Managing Member, in its reasonable discretion, shall determine; and (B) in the case of other securities or assets of the Company (including, if the provisions for exchange set forth in Article IX hereof are not applicable or not in effect, the Common Interests), such value as the Managing Member, in its reasonable discretion, shall determine.

1.54        “Fiscal Year” shall have the meaning set forth in Section 7.4 hereof.

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1.55        “Governmental Authority” shall mean any federal, state, municipal or other governmental authority, department, commission, board, agency or other instrumentality.

1.56        “Initial Agreement” shall have the meaning set forth in the Recitals hereto.

1.57        “Initial Capital Contributions” shall have the meaning set forth in Section 5.2(a) hereof.

1.58        “Interest” or “Interests” shall have the meaning set forth in Section 5.1(a)(i) hereof.

1.59        “Interest Consideration” shall have the meaning set forth in Section 5.1(e) hereof.

1.60        “JHI” shall mean JGWPT Holdings Inc., a Delaware corporation.

1.61        “JLL” shall mean JLL Fund V AIF I, LP, a Delaware limited partnership, JLL Fund V AIF II, LP, a Delaware limited partnership, any other private equity investment partnership or private equity pooled investment vehicle sponsored or managed by JLL Partners, Inc., or any Affiliate of the foregoing (including JLL Partners, Inc.).

1.62        “JLL Member” shall mean, collectively, JGW Holdco, LLC, a Delaware limited liability company, JLL JGW Distribution, LLC, a Delaware limited liability company, and any other entity within the definition of JLL to which JGW Holdco, LLC or JLL JGW Distribution, LLC Transfer their Interests.

1.63        “Legacy Peach Assets” shall mean assets held by Orchard Acquisition Company and its subsidiaries immediately on or after the Effective Date (for these purposes only, as defined in the Peach Merger Agreement).

1.64        “Lien” shall mean any mortgage, pledge, hypothecation, claim, security interest, encumbrance, lease, sublease, license, occupancy agreement, adverse claim or interest, easement, covenant, encroachment, burden, title defect, title retention agreement, interest, equity, option, lien, right of first refusal, charge or other restriction or limitation of any nature whatsoever.

1.65        “Managing Member” shall have the meaning set forth in Section 4.1 hereof.

1.66        “Member” or “Members” shall mean those Persons listed as Members of the Company from time to time in the books and records of the Company.

1.67        “Member Approval” shall mean, with respect to any matter requiring such approval under this Agreement, the affirmative vote of (1) the

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Managing Member, and (2) the holders of a majority of the Common Interests issued and outstanding and entitled to vote (excluding, for this purpose, any Common Interests held by the Managing Member and, for the avoidance of doubt, any Non-Voting Common Interests and Restricted Common Interests).

1.68        “Member Nonrecourse Debt” shall have the meaning ascribed to “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).

1.69        “Member Nonrecourse Debt Minimum Gain” shall mean an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

1.70        “Member Nonrecourse Deductions” shall have the meaning ascribed to “partner nonrecourse deductions” in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

1.71        “Merger” shall have the meaning set forth in Section 14.7 hereof.

1.72        “Net Profits” and “Net Losses” shall mean, for each Fiscal Year or portion thereof, an amount equal to the Company’s taxable income or loss for such period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss and deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)        any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits and Net Losses pursuant hereto shall be taken into account in computing such taxable income or losses as if it were taxable income;

(b)        any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses pursuant hereto shall be taken into account in computing such taxable income or losses as if they were deductible items;

(c)        to the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution (other than in liquidation of a Member’s interest in the Company), the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Profits or Net Losses;

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(d)        in the event the Book Value of any Company asset is adjusted pursuant to subclause (a) or (b) of the definition of Book Value above, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Profits and Net Losses;

(e)        gain or loss resulting from the disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(f)        in lieu of depreciation, amortization or other cost recovery deductions taken into account in computing taxable income or loss, there shall be taken into account Depreciation for such period; and

(g)        the amount of items of Company income, gain, deduction and loss available to be specially allocated pursuant to Section 6.2 hereof shall be determined by applying rules analogous to those in subclauses (a) through (f) above.  Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 6.2 shall be excluded for purposes of computing Net Profit or Net Loss.

1.73        “Nonrecourse Deductions” shall have the meaning set forth in Regulations Section 1.704-2(b)(1).

1.74        “Nonrecourse Liability” shall have the meaning set forth in Regulations Sections 1.704-2(b)(3) and 1.752-1(a)(2).

1.75        “Non-Voting Common Interests” shall have the meaning set forth in Section 5.1(a)(ii) hereof.

1.76        “Open Window” shall have the meaning set forth in Section 9.3(c) hereof.

1.77        “Peach Merger Agreement” means the Agreement and Plan of Merger, dated as of February 19, 2011, by and among JGWPT Holdings, LLC, Peach Acquisition LLC, Peach Holdings, Inc., PGHI Corp. (f/k/a Peach Group Holdings, Inc.) and Orchard Acquisition Company, as amended.

1.78        “Permitted Transfer” shall have the meaning set forth in Section 8.1(b) hereof.

1.79        “Permitted Transferee” shall mean:

(a)        in the case of any Member (other than PGHI, DLJMB, or any Person to which PGHI or DLJMB has Transferred Interests) holding Common Interests that is not an individual, any controlled Affiliate of such Member or any fund managed by an Affiliate of the Member;

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(b)           in the case of PGHI or DLJMB, any controlled Affiliate of PGHI or DLJMB or any fund managed by an Affiliate of PGHI or DLJMB, any beneficial owner of common stock or equity interests in PGHI or DLJMB (other than Credit Suisse) and any controlled Affiliate of or any fund managed by any holder of equity interests in PGHI or DLJMB (other than Credit Suisse), and in the case of any holder of common stock or equity interests in PGHI or DLJMB that is an individual, any Person described in Section 1.79(c) below as it relates to such individual; and

(c)           in the case of any Employee Member, a transferee by testamentary or intestate disposition or any trust or other legal entity the beneficiary of which is such Employee Member’s or holder’s immediate family, including his or her spouse, ex-spouse, children, step-children or their respective lineal descendants and which is controlled by the Employee Member (an entity shall be deemed to be controlled by an Employee Member of such Employee Member has the power to direct the disposition and voting of the Restricted Common Interests transferred to such trust or other legal entity).

1.80        “Person” shall mean any individual, firm, corporation, partnership, limited liability company or other entity, and shall include any successor (by merger or otherwise) of such entity.

1.81        “PGHI” shall mean PGHI Corp.

1.82        “Proposed Rules” shall have the meaning set forth in Section 7.6(a) hereof.

1.83        “Registration Rights Agreement” shall mean that certain Registration Rights Agreement, to be entered into as of November 14, 2013, by and among JHI and the Members.

1.84        “Regulations” shall mean the United States Treasury Regulations, as amended.

1.85        “Restricted Common Interests” shall have the meaning set forth in Section 5.1(c) hereof.

1.86        “Restricted Transaction” shall mean a transaction that is outside the ordinary course of business of the Company and the Company Subsidiaries that is not: (i) any sale, transfer or other similar transaction or series of related transactions having the effect of selling or transferring all or substantially all of the assets of the Company and the Company Subsidiaries; (ii) any merger, consolidation or similar transaction (including the sale or exchange of Common Interests or other equity securities) involving the Company (or any Company Subsidiary holding all or substantially all of the assets of the Company) with or into another Person; (iii) a Transfer of any Interest in the Company; (iv) any reclassification, recapitalization or change of the Company’s outstanding equity interests; or (v) the adoption of any plan of liquidation or dissolution of the Company.

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1.87        “Safe Harbor Election” shall have the meaning set forth in Section 7.6(a) hereof.

1.88        “Sale Transaction” shall mean (i) any sale, transfer or other similar transaction or series of related transactions having the effect of selling or transferring to a third party all or substantially all of the assets of the Company; (ii) any merger, consolidation, recapitalization, reclassification or similar transaction (including the sale or exchange of Common Interests or other equity securities of the Company) involving the Company in which the Common Interests or other equity securities of the Company are converted into or exchanged for cash, securities or other property and, as a result of which, any person or group (other than the JLL Member or its Affiliates or the Managing Member) (x) owns or controls more than 50% of the Common Interests or other equity securities of the Company or  (y) has the ability to elect a majority of the board of directors or other governing body of any Company Subsidiary; or (iii) any merger, consolidation, recapitalization, reclassification or similar transaction (including the sale or exchange of Class A Shares, Class C Shares or other equity securities of JHI) involving JHI in which the Class A Shares, Class C Shares or other equity securities of JHI are converted into or exchanged for cash, securities or other property and, as a result of which, any person or group (other than the JLL Member or its Affiliates) (x) owns or controls more than 50% of the Class A Shares, Class B Shares, Class C Shares or other equity securities of JHI or (y) has the ability to elect a majority of the board of directors or other governing body of JHI.

1.89        “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.90        “Substitute Member” shall mean an Assignee who has been admitted to all of the rights of membership pursuant to Section 8.5 hereof.

1.91        “Tax Distributions” shall have the meaning set forth in Section 6.4(b) hereof.

1.92        “Tax Matters Member” shall have the meaning ascribed to “tax matters partner” in Code Section 6231(a)(7).

1.93        “Tax Rate” shall mean the applicable highest effective marginal combined federal, state and local income tax rate for an individual resident (or corporate resident, if greater) in New York City applicable to ordinary income or capital gains, as appropriate, taking into account the holding period of the investments disposed of and the year in which the taxable net income is recognized by the Company, and taking into account the deductibility of state and local income taxes as applicable at the time for federal income tax purposes and any limitations thereon including pursuant to Code Section 68.

1.94        “Tax Receivable Agreement” means that certain Tax Receivable Agreement, to be entered into as of November 14, 2013, by and among JHI and those Members and other Persons that are parties thereto.

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1.95        “Transfer” shall mean any voluntary or involuntary attempt to, directly or indirectly, offer, sell, assign, transfer, grant a participation or beneficial interest in, pledge, mortgage, encumber or otherwise dispose of any Interests, or the consummation of any such transactions, or the soliciting of any offers to purchase or otherwise acquire, or take pledge of, any Interests.  The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

1.96        “Transfer Agent” shall have the meaning set forth in Section 9.2 hereof.

1.97        “JHI Option Plan” shall have the meaning set forth in Section 4.3(e)(i) hereof.

ARTICLE II

THE LIMITED LIABILITY COMPANY

2.1          Formation.  The initial Members of the Company have formed the Company as a limited liability company pursuant to the provisions of the Act.  A Certificate of Formation for the Company (the “Certificate of Formation”) has been filed in the Office of the Secretary of State of the State of Delaware in conformity with the Act.  The Company and, if required, each of the Members shall execute or cause to be executed from time to time all other instruments, certificates, notices and documents and shall do or cause to be done all such acts and things (including keeping books and records and making publications or periodic filings) as may now or hereafter be required for the formation, valid existence and, when appropriate, termination of the Company as a limited liability company under the laws of the State of Delaware and as may be necessary in order to protect the liability of the Members as members under the laws of the State of Delaware.

2.2          Name.  The name of the Company shall be “JGWPT HOLDINGS, LLC”, and its business shall be carried on in such name with such variations and changes as the Managing Member shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.

2.3          Business Purpose.  The Company is formed for the purposes of engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Act.

2.4          Registered Office and Agent.  The location of the registered office of the Company in the State of Delaware shall be 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent.  The Company’s Registered Agent at such address shall be National Registered Agents, Inc.

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2.5          Term.  The term of the Company commenced on the date of filing of the Certificate of Formation in the Office of the Secretary of State of the State of Delaware and shall continue until the Company is dissolved pursuant to Article X hereof.

2.6          Company Powers.  The Company shall be empowered to do or cause to be done any and all acts and things necessary or advisable in furtherance of the business purpose of the Company described in Section 2.3, subject only to the limitations set forth in Section 4.3 and applicable law.

2.7          Affiliate Transactions.

(a)        Notwithstanding Section 2.6 hereof, the Company shall not enter into, directly or indirectly, any transaction or series of transactions, whether or not in the ordinary course of business, with any Affiliate of the Company, other than a wholly owned Company Subsidiary, or with JLL or the JLL Member or any of their respective Affiliates (each of the foregoing, an “Affiliate Transaction”), unless (i) if the cumulative value of such Affiliate Transaction when added to the value of all prior Affiliate Transactions is less than or equal to Five Million Dollars ($5,000,000), such Affiliate Transaction is approved by the Managing Member in good faith, and (ii) if the cumulative value of such Affiliate Transaction when added to the value of all prior Affiliate Transactions is in excess of Five Million Dollars ($5,000,000), such Affiliate Transaction is approved by the Managing Member in good faith and a fairness opinion is obtained in connection with such Affiliate Transaction by a reputable investment banking firm; provided, however, that the foregoing limitations shall not apply to those matters addressed in and governed by Section 2.7(b).  For purposes of this Section 2.7, Credit Suisse and its Affiliates shall not be considered Affiliates of the Company.

(b)        Neither the Company nor any Company Subsidiary shall issue Common Interests or other Interests to JLL unless the Company has received from a reputable investment banking firm a fairness opinion or an opinion as to the reasonableness of the price at which such issuance is effected.

2.8          Business Transactions of a Member or the Managing Member with the Company.  A Member or the Managing Member may transact business with the Company and, subject to Section 2.7 and applicable law, shall have the same rights and obligations with respect to any such matter as a person who is not a Member or the Managing Member.

2.9          Principal Place of Business.  The principal place of business of the Company shall be at such location as the Managing Member may, from time to time, select.

2.10        Title to Company Property.  Legal title to all property of the Company shall be held and vested and conveyed in the name of the Company, and no real or other property of the Company shall be deemed to be owned by any Member individually.  The Interests of the Members in the Company shall constitute personal property.

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ARTICLE III

THE MEMBERS

3.1          The Members.  The name, address, number and class of Interests, Initial Capital Contributions, any Additional Capital Contributions and Aggregate Common Interest Percentage of each Member, as well as the vesting schedule of any Restricted Common Interests held by each Member, shall be reflected in the books and records of the Company, and such books and records shall be updated from time to time to reflect the admission of any Additional Members or Substitute Members, the acquisition of additional Interests by any Member and the transfer, cancellation, repurchase or redemption of Interests, each as permitted or required by the terms of this Agreement (including any cancellation pursuant to the last sentence of Section 5.1(c).  All Initial Capital Contributions and Additional Capital Contributions reflected in the books and records of the Company shall be in respect of the Members’ Interests (including Non-Voting Common Interests), as noted therein.

3.2          Member Meetings.

(a)        Actions by the Members; Meetings.  To the extent any matter is to be acted on by the Members hereunder, the Members may vote, approve a matter or take any action by the vote of Members holding Interests entitled to vote at a meeting, in person or by proxy, or without a meeting by the written consent of Members pursuant to subparagraph (b) below.  Meetings of the Members shall be held upon not less than five (5) nor more than sixty (60) days’ prior written notice of the time and place of such meeting delivered to each holder of Interests, including holders of Non-Voting Common Interests, in the manner provided in Section 14.1 hereof.  Notice of any meeting may be waived by any Member before or after any meeting.  Meetings of the Members may be conducted in person or by conference telephone, videoconference or webcast facilities and, for the avoidance of doubt, holders of Non-Voting Common Interests may attend such meetings as observers.

(b)        Action by Written Consent.  Any action may be taken by the Members without a meeting if authorized by the written consent of the Members holding Interests sufficient to approve such action pursuant to the terms of this Agreement.  In no instance where action is authorized by written consent will a meeting of Members be required to be called or notice be required to be given; provided, however, that at least two (2) Business Days prior to taking such action by written consent a copy of the action to be taken shall be delivered to PGHI, together with such information as may be reasonably necessary to allow PGHI, to evaluate such action, regardless of whether PGHI is entitled to or required to act by written consent to approve such action; and provided, further, that a copy of the action taken by written consent must be promptly filed with the records of the Company.

(c)        Quorum.  For any meeting of Members, the presence in person or by proxy of Members owning a majority of the voting power of the Interests

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issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business.

(d)        Voting.  Except as otherwise provided in this Agreement, Member Approval shall constitute approval of any action upon which the Members are entitled to vote.

3.3          Liability of Members.  All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

3.4          Power to Bind the Company.  No Member (acting in its capacity as such) shall have any authority to bind the Company to any third party with respect to any matter except pursuant to a resolution expressly authorizing such action which resolution is duly adopted by the Managing Member by the affirmative vote required for such matter pursuant to this Agreement or the Act.

ARTICLE IV

THE MANAGING MEMBER AND OFFICERS

4.1          Management by the Managing Member.  JHI shall be the Managing Member of the Company (the “Managing Member”).  Subject to such matters which are expressly reserved hereunder to the Members for decision, the full, exclusive right, power and authority to manage the Company is vested in, and reserved to, the Managing Member and the business and affairs of the Company shall be managed by the Managing Member, which shall be responsible for policy setting, approving the overall direction of the Company, and making all decisions affecting the business and affairs of the Company.  Subject to such matters which are expressly reserved hereunder to the Members for decision, all decisions to be made by or on behalf of the Company shall be made solely by the Managing Member, acting through its board of directors and officers.

4.2          Expenses of the Managing Member.  The Company shall (i) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Managing Member incurred in pursuing and conducting, or otherwise related to, the activities of the Company, including all costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company; and (ii) in the sole discretion of the Managing Member, reimburse the Managing Member or any member of the board of directors of the Managing Member, any officer of the Managing Member, or any employee of the Company or any Company Subsidiary for any out-of-pocket costs, fees and expenses incurred by them in connection therewith, including costs of indemnification and advancement.  In light of the fact that the Managing Member has been organized principally to serve as managing member of the Company and to provide a means through which Members may exchange their Interests for securities of the Managing Member, the Managing Member may cause the

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Company to pay or bear all expenses of the Managing Member, including, without suggesting any limitation of any kind, costs of redemptions of securities, costs of securities offerings not borne directly by the Members of the Company, compensation and meeting costs relating to the board of directors of the Managing Member, cost of periodic reports to its stockholders, litigation costs and damages arising from litigation, accounting and legal costs and franchise taxes, provided that the Company shall not pay or bear any income tax obligations of the Managing Member.  Notwithstanding anything to the contrary in this Section 4.2, if the distributions received by the Managing Member pursuant to Section 6.4(b) hereof shall be insufficient to satisfy the Managing Member’s obligations under the Tax Receivable Agreement, then the Company shall not fund any such amounts as an expense of the Managing Member, but rather the Company shall loan to the Managing Member any additional funds required to satisfy such obligations; provided, however, that the Company shall not be required to comply with the foregoing if any such loans would reasonably be expected to render the Managing Member insolvent, or to deepen its insolvency, or if such loans would reasonably be expected to be used by the Managing Member for a purpose that would constitute a preference or a fraudulent conveyance under applicable law.  Any such loans shall bear interest at the then current prime rate, as set forth in the “Money Rates” section of The Wall Street Journal, and shall have a maturity date of five (5) years after the date of issuance, and the Company may, in its reasonable discretion, require such loans to be accompanied by a security interest in such collateral as it determines to be necessary, appropriate or advisable under the circumstances.  To the extent that any loans are at any time outstanding between the Managing Member and the Company pursuant to the immediately preceding sentence, the Managing Member shall not pay any dividend or distribution to its stockholders until the aggregate principal amount of such loans, together with all accrued and unpaid interest thereon, has been repaid in full.

4.3          Relationship With the Managing Member.

(a)        It is the intention of each of the Managing Member and the Members that, unless otherwise determined by the Managing Member, the number of the Class A Shares and Class B Shares of JHI outstanding shall, in the aggregate, at all times equal the number of Interests of the Company outstanding (including, for these purposes, Restricted Common Interests but excluding Non-Voting Common Interests), and each of the Company and the Managing Member agrees to cooperate to effect the intent of this Section 4.3(a).

(b)        The Managing Member shall not, directly or indirectly, enter into or conduct any business, or hold any assets other than (i) business conducted and assets held by the Company and the Company Subsidiaries, (ii) as contemplated in Section 4.3(c), the holding by the Managing Member of cash or cash equivalents to be used to satisfy liabilities or other assets held on a temporary basis in connection with the business of the Company and the Company Subsidiaries, (iii) the ownership, acquisition and disposition of equity interests of the Company, (iv) the management of the business of the Company and the Company Subsidiaries, (v) the offering, sale, syndication, private placement or public offering of shares, bonds, securities or other interests in compliance with this Section 4.3, (vi) any activity or transaction contemplated by this Agreement, the

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Registration Rights Agreement or the Tax Receivable Agreement and (vii) such activities as are incidental to the foregoing.

(c)        The Managing Member shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than equity interests in the Company and such cash and cash equivalents, bank accounts or similar instruments or accounts as the board of directors of the Managing Member deems reasonably necessary for the Managing Member to carry out its responsibilities contemplated under this Agreement, the Registration Rights Agreement or the Tax Receivable Agreement.

(d)        The Managing Member shall, directly, maintain at all times ownership of all outstanding Common Interests recorded as owned by the Managing Member on the Company’s books and records, and shall not permit any Person to possess or exercise a right or ability to remove, replace, appoint or elect the Managing Member of the Company.

(e)        If the Managing Member issues any equity securities after the date of this Agreement:

(i)    at any time the Managing Member issues any equity securities other than pursuant to the JGWPT Holdings Inc. 2013 Omnibus Incentive Plan (the “JHI Option Plan”) and any other equity compensation plan adopted by JHI (collectively with the JHI Option Plan, an “Equity Compensation Plan”), the Managing Member shall immediately contribute all the cash proceeds, assets or other consideration received from the issuance of securities and from the exercise of any rights contained in any such securities (collectively, the “Equity Proceeds”) to the Company and the Company shall immediately issue to the Managing Member, in exchange for the Equity Proceeds contributed to the Company and any deemed Capital Contributions pursuant to Section 4.3(e)(iii), (x) in the case of an issuance of a Class A Share or a Class C Share, one Common Interest of the Company, and (y) in the case of an issuance of any other equity securities by the Managing Member, a new class or series of units or other equity securities with designations, preferences and other rights, terms and provisions that are substantially the same as those of such Managing Member equity securities equal in number to the number of the Managing Member equity securities issued;

(ii)   at any time the Managing Member issues a Class A Share or Class C Share pursuant to any Equity Compensation Plan adopted by JHI (whether pursuant to the exercise of a stock option or the grant of a stock award or otherwise), (x) the Managing Member shall be deemed to have contributed to the Company an amount of cash equal to the Fair Market Value of a Class A Share or Class C Share calculated as of the date of such issuance (or, if earlier, on the date the related option is exercised) and shall concurrently transfer the Equity Proceeds, if any, to

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the Company and (y) the Company shall be deemed to have purchased from the Managing Member the Class A Share or Class C Share for the amount of cash deemed contributed by the Managing Member to the Company pursuant to clause (x) above and shall issue one Common Interest to the Managing Member; and

(iii)  in the event of any issuance of Class A Shares or Class C Shares by the Managing Member, and the contribution to the Company, by the Managing Member, of the cash proceeds or other consideration or payments received from such issuance (including from a Member of the Company in respect of such issuance), if the cash proceeds or other consideration or payments actually received by the Managing Member are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance (after giving effect to any consideration or payments paid by the Members of the Company in respect of such issuance), the Managing Member shall be deemed to have made a capital contribution to the Company in the amount equal to the sum of the cash proceeds or other consideration or payments of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Managing Member, which discount and expense shall be treated as an expense for the benefit of the Company for purposes of Section 4.2.

(f)        If, at any time, any Class A Share or Class C Share (or such other class or series of equity securities) of the Managing Member is to be redeemed by the Managing Member for cash, the Company shall, immediately prior to such redemption, redeem one (1) Common Interest held by the Managing Member (or such other class or series of equity securities in the Company held by the Managing Member), upon the same terms and for the same price per Common Interest (or such other class or series of equity securities in the Company), as such Class A Share or Class C Share (or such other class or series of equity securities) of the Managing Member was redeemed.

(g)        Neither the Company nor the Managing Member shall in any manner subdivide (by split, distribution, stock dividend, reclassification, recapitalization or otherwise) or combine (by reverse split, reclassification, recapitalization or otherwise) any class or series of its outstanding membership interests or capital stock unless the Managing Member or the Company, respectively, shall subdivide or combine concurrently in an identical manner the corresponding class or series of its outstanding membership interests or capital stock having the identical designations, preferences and other rights, terms and provisions.  In addition to the foregoing, the Managing Member shall not in any manner subdivide (by split, distribution, stock dividend, reclassification, recapitalization or otherwise) or combine (by reverse split, reclassification, recapitalization or otherwise) the Class A Shares, the Class B Shares or the Class C Shares unless contemporaneously therewith the other classes of capital stock are subdivided or combined in the same proportion and in the same manner.

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(h)Except in respect of any Tax Distributions pursuant to Section 6.4(b) hereof, if the Company makes any distribution to its Members including the Managing Member, the Managing Member will be required to make a corresponding distribution to each of its holders of Class A Shares and Class C Shares (and the holders of any other class of securities of JHI entitled to receive such distribution), subject only to applicable law.

4.4Officers and Related Persons.  The Managing Member shall have the authority to appoint and terminate officers of the Company and retain and terminate employees, agents and consultants of the Company and to delegate such duties to any such officers, employees, agents and consultants as the Managing Member deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties.

(a)General.  The officers of the Company shall be chosen by the Managing Member and shall be a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer and such other officers as the Managing Member deems appropriate.  The Managing Member may also choose a Treasurer, a Secretary, and one or more Vice Presidents (and, in the case of each Vice President, with such descriptive title, if any, as the Managing Member shall determine, including, without limitation, Executive Vice President and Senior Vice President), Assistant Secretaries, Assistant Treasurers and other officers.  Any number of offices may be held by the same person, unless otherwise prohibited by law.  The officers of the Company need not be Members of the Company.

(b)Election.  From and after the date hereof, the Managing Member shall elect the officers of the Company.  The officers of the Company shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managing Member; and all officers of the Company shall hold office until their successors are chosen, or until their earlier death, disability, resignation or removal.  Any officer elected by the Managing Member may be removed at any time, with or without cause, by the Managing Member.  Any vacancy occurring in any office of the Company shall be filled by the Managing Member.  The salaries of all officers of the Company shall be fixed by the Managing Member.  The Managing Member may delegate such duties to any such officers or other employees, agents and consultants of the Company as the Managing Member deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties.

(c)Voting Securities Owned by the Company.  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Company may be executed in the name of and on behalf of the Company by the Chief Executive Officer, the Chief Financial Officer or any other officer authorized to do so by the Managing Member and any such officer may, in the name of and on behalf of the Company, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of securityholders of any entity in which the Company may own securities and at any such meeting shall possess and may

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exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Company might have exercised and possessed if present.  The Managing Member may, by resolution, from time to time confer like powers upon any other person or persons.

4.5Reliance by Third Parties.  Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Managing Member.

4.6Member Approval Required.  Notwithstanding the provisions of Section 4.1 hereof, and in addition to the provisions of Articles X and XIII hereof, the following actions shall require Member Approval:

(a)any modification of Capital Accounts, or modification of the manner in which Capital Accounts, or any debits or credits thereto, are computed , in each case, pursuant to the last sentence of Section 6.8 hereof, with the purpose and intent of materially adversely affecting a Member or Members; and

(b)any conversion of the Company to a corporation other than for purposes of a Sale Transaction.

4.7Duty and Standard of Care by Managing Member to Company and Members.  The Managing Member and its board of directors shall owe the same fiduciary duties to the Company and its Members in the same manner as a director of a corporation organized under the General Corporation Law of the State of Delaware.

ARTICLE V

CAPITAL STRUCTURE AND CONTRIBUTIONS

5.1Capital Structure.

(a)General.

(i)Subject to the terms of this Agreement, (A) the Company is authorized to issue equity interests in the Company designated as “Interests” (and each as an “Interest”), which shall constitute limited liability company interests under the Act and shall initially include only Common Interests, and (B) the Managing Member is expressly authorized, by resolution or resolutions, to create and to issue, out of authorized but unissued Interests, different classes, groups or series of Interests and fix for each such class, group or series such voting powers, full or limited or no voting powers, and such distinctive designations, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions as determined by the Managing Member.  Other than as set forth in this Agreement, each Interest shall be identical in all respects with each other Interest.

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(ii)The Company shall have authority to issue up to an aggregate of 600,000,000 Common Interests (the “Common Interests”), which shall consist of 450,000,000 voting common membership Interests (the “Voting Common Interests”), 50,000,000 non-voting common membership Interests issued upon conversion of previously outstanding profits interests (the “Restricted Common Interests”), and 100,000,000 non-voting common membership Interests (the “Non-Voting Common Interests”), in addition to 100,000,000 Interests which shall be undesignated until authorized for issuance by the Managing Member.  The relative rights, powers, preferences, duties, liabilities and obligations of holders of the Common Interests and any other class or series of securities of the Company created after the date hereof, shall be as set forth herein.  The Company is authorized to issue options or warrants to purchase Interests, restricted Interests, Interest appreciation rights, phantom Interests, profits Interests and other securities convertible, exchangeable or exercisable for Interests, on such terms as may be determined by the Managing Member.

(b)Common Interests.

(i)The Common Interests shall have such rights to allocations and distributions as may be authorized and set forth under this Agreement.  Each holder of Voting Common Interests shall be entitled to one (1) vote, in person or by proxy, per Voting Common Interest on all matters upon which Members have the right to vote as set forth in this Agreement which, for the avoidance of doubt, shall be limited to the matters specified in Sections 4.6 and 13.1 hereof and Article X hereof; provided, however, that any Member holding:

(1)Restricted Common Interests (whether or not such Restricted Common Interests remain subject to forfeiture) shall not have any voting rights in respect thereto on any matter upon which Members are permitted or have the right to vote under this Agreement or the Act, including with respect to any matter referenced in Section 4.6 or Articles X or XIII; and

(2)Non-Voting Common Interests shall have the same rights to allocations and distributions as the Voting Common Interests and shall be treated the same as the Voting Common Interests in all respects except the Non-Voting Common Interests shall not, except as otherwise expressly provided for in this Agreement, have any voting rights in respect thereto on any matter upon which Members are permitted or have the right to vote under this Agreement or the Act.  Any Non-Voting Common Interests may only be converted into Voting Common Interests in accordance with the Conversion Conditions set forth in Section 8.1(c) below.

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(c)Restrictions.  Common Interests received as of the Effective Date by any Employee Member upon conversion of previously outstanding Class B management incentive membership Interests (“Class B Management Interests”) or previously received by any Employee Member upon reclassification of previously outstanding Class A Management Interests (collectively, “Restricted Common Interests”) shall remain subject to the same provisions regarding forfeiture, repurchase and related matters as were in effect immediately prior to such conversion, except to the extent that the Managing Member elects to shorten the vesting schedule with respect to any such Restricted Common Interests.  Without limiting the generality of the foregoing, any award agreement entered into prior to the date hereof between an Employee Member and the Company or a Company Subsidiary shall continue to be applicable to any Restricted Common Interests issued upon conversion of Class B Management Interests or reclassification of Class A Management Interests, notwithstanding such conversion or reclassification.  Any Restricted Common Interests that are forfeited shall be deemed by the Company to have been cancelled, and the Class B Shares corresponding to such forfeited Restricted Common Interests shall automatically be redeemed and cancelled.

(d)Capital Account Adjustments.  In the event of a forfeiture or repurchase of Restricted Common Interests, (i) the Capital Account balance, if any, with respect to such forfeited, repurchased and/or cancelled Restricted Common Interests shall be allocated to the Capital Accounts of the remaining Members in accordance with Section 6.1 hereof as if such Capital Account balance were Net Profit, (ii) items of Net Profit and Net Loss recognized by the Company for the period commencing on the first day of the taxable year in which such forfeiture or repurchase occurs and ending on the date on which such forfeiture, repurchase and/or cancellation occurs shall be allocated among the Members (including the Member subject to such forfeiture or repurchase) in accordance with Section 6.1 hereof as if such cancellation had not occurred, and (iii) items of Net Profit and Net Loss recognized by the Company after the date of forfeiture shall be allocated to each Member forfeiting a Restricted Common Interest in accordance with Section 6.1 hereof based on such forfeiting Member’s Restricted Common Interests, if any, that have not been forfeited, repurchased and/or cancelled.

(e)Issuance of Additional Interests.  The Company is authorized to issue Interests to any Person at such prices per Interest as may be determined in good faith by the Managing Member and in exchange for contributions of cash or property, the provision of services or such other consideration (collectively, “Interest Consideration”) as may be determined by the Managing Member.   The number of Interests issued to Members shall be reflected in the books and records of the Company, which shall be updated from time to time as required to reflect issuances of Interests to Additional Members, Transfers of Interests to Substitute Members, acquisition of additional Interests by Members, repurchase, redemption, forfeiture or cancellation of Interests and to reflect the cessation or withdrawal of Members.  The number of Interests held by each Member shall not be affected by any (i) issuance by the Company of Interests to other Members or (ii) change in the Capital Account of such Member (other than such changes to reflect additional Interest Consideration from such Member in exchange for new Interests).

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(f)Certificates; Legend.  In the sole discretion of the Managing Member, the issued and outstanding Interests may be represented by certificates.  In addition to any other legend required with respect to a particular class, group or series of Interests or pursuant to any other agreement among Members and the Company, each such certificate shall bear the following legend:

“THE INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS OF JGWPT HOLDINGS, LLC (THE “COMPANY”), AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY.  IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.”

(g)Article 8 Election.  All limited liability company interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware and Article 8 of the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.  Any certificate evidencing limited liability company interests issued by the Company shall bear the following legend:  “THIS CERTIFICATE EVIDENCES LIMITED LIABILITY COMPANY INTERESTS IN THE COMPANY, WHICH ARE SECURITIES GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE AND ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN ANY OTHER APPLICABLE JURISDICTION.”  Any purported amendment to this provision, shall not take effect until all outstanding certificates have been surrendered to the Company for cancellation.  This provision shall not be amended, and any purported

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amendment to this provision shall not be effective, without the prior written consent of JGWPT Holdings, LLC.

5.2Capital Contributions.

(a)Each Member shall contribute or be deemed to have contributed to the Company, as an initial capital contribution (the “Initial Capital Contributions”), the amount in cash or the Book Value of other properties or assets contributed as reflected in the books and records of the Company on the date specified thereon.  The books and records of the Company shall be updated from time to time to reflect any additional Capital Contributions made by a Member after the date of such Member’s Initial Capital Contributions (“Additional Capital Contributions”).

(b)In exchange for its Initial Capital Contribution and any Additional Capital Contributions and for other good and valuable consideration, each Member shall receive, or has received, the number of Interests set forth from time to time in the books and records of the Company.

5.3No Withdrawal of Capital Contributions; Redemptions and Repurchases.

(a)Except upon a dissolution and liquidation of the Company effected in accordance with Articles X and XI hereof, no Member shall have the right to withdraw its Capital Contributions from the Company.

(b)Except in accordance with Section 4.3(f) or Article IX of this Agreement the Company shall not offer to redeem or repurchase any Common Interests unless such offer is made to all holders of Common Interests on a pro rata basis.

5.4No Other Capital Contributions.  Except as provided in Section 5.2 hereof, no Member shall be obligated to make any cash or non-cash contribution to the Company’s capital.  Except with the approval of the Managing Member, no Member shall be permitted to make any cash or non-cash contribution to the Company’s capital.

5.5Maintenance of Capital Accounts.

(a)The Company shall establish and maintain a capital account (“Capital Account”) for each Member in accordance with the following provisions:

(i)to each Member’s Capital Account there shall be credited (x) such Member’s contributions of cash and the Book Value of other properties and assets contributed to the Company, (y) such Member’s distributive share of Net Profits and other items of income or gain which are specifically allocated to such Member and (z) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member; and

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(ii)to each Member’s Capital Account there shall be debited (x) the amount of money and the Book Value of any property distributed to such Member pursuant to any provision of this Agreement, (y) such Member’s distributive share of Net Losses and other items of deduction or loss which are specifically allocated to such Member and (z) the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

(b)This Section 5.5 and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.  Notwithstanding that a particular adjustment is not set forth in this Section 5.5, the Capital Accounts of the Members shall be adjusted as required by, and in accordance with, the Capital Account maintenance rules of Regulations Section 1.704-1(b).

5.6Information Rights.

(a)As soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Company, the Managing Member shall cause to be made available to each Member, as of a date selected by the Managing Member, an annual report containing financial statements of the Company for such fiscal year of the Company, presented in accordance with United States generally accepted accounting principles, including a balance sheet and statements of operations, equity and cash flows, such statements to be audited by a registered public accounting firm selected by the board of directors of the Managing Member.

(b)As soon as practicable, but in no event later than 90 days after the close of each fiscal quarter except the last quarter of each fiscal year, the Managing Member shall cause to be made available to each Member, as of a date selected by the Managing Member, a report containing unaudited financial statements of the Company and such other information as the Managing Member determines to be necessary or appropriate.

(c)For so long as the DLJMB Main Fund holds, directly or indirectly, any Interests, the DLJMB Main Fund shall have the right to (i) consult with and advise the senior management of the Company and the Company Subsidiaries, upon reasonable notice and at reasonable times from time to time, on all matters relating to the operation of the Company and the Company Subsidiaries and (ii) request that the Company provide to DLJMB Main Fund true and correct copies of all additional documents, reports, financial data and other information as DLJMB Main Fund may reasonably request.

(d)The Company shall provide to any Member who so requests in writing from time to time the Aggregate Common Interest Percentage of such Member

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based on the number of Interests then owned by such Member, as reflected on the books and records of the Company.

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

6.1Allocations of Net Profits and Net Losses.

(a)Allocations to Capital Accounts.  Except as provided in Section 6.1(b) or (c) hereof or elsewhere in this Agreement, items of Net Profits and Net Losses shall be allocated among the Members in a manner such that the Capital Accounts of each Member, immediately after giving effect to such allocation, are, as nearly as possible, equal (proportionately) to the amount equal to the Distributions that hypothetically would be made to such Member during such Fiscal Year pursuant to Section 6.4(a) hereof, if (i) the Company were dissolved and terminated; (ii) its affairs were wound up and each Company asset was sold for cash equal to its Book Value (except that any Company asset that is realized in such Fiscal Year shall be treated as if sold for an amount of cash equal to the sum of the amount of any net cash proceeds and the Fair Market Value of any property actually received by the Company in connection with such disposition); (iii) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability); and (iv) the net assets of the Company were distributed in accordance with Section 6.4(a) hereof to the Members immediately after giving effect to such allocation.

(b)Allocations Relating to Last Fiscal Year.  Notwithstanding any other provision of this Agreement, Net Profits and Net Losses for the Fiscal Year in which the Company dissolves and terminates pursuant to Article XI, shall be allocated among the Members in accordance with the provisions of Section 6.1(a) hereof, substituting all references to Section 6.4(a) therein with references to Section 11.1 hereof.

(c)Construction.  If the Managing Member determines in good faith that it is necessary or appropriate to modify or amplify the manner in which the balances of the Capital Accounts are computed or the items of Net Profits and Net Losses are determined in order to comply with Regulations Section 1.704-1(b), the Managing Member may make such modification or amplification.

(d)Tax Allocations.  All items of income, gain, loss, deduction and credit of the Company shall be allocated among the Members, for federal, state, and local income tax purposes, in the same manner as such items of income, gain, loss, deduction and credit shall be allocated among such Members pursuant to Section 6.1(a) hereof except as may otherwise be provided herein or by the Code, or other applicable law.  The Managing Member shall have the power to make such allocations and to take any and all action necessary under the Code and the Regulations thereunder, or other applicable law, to effect such allocations.

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(e)Loss Allocation Limitation.  The Net Losses allocated pursuant to Section 6.1(a) hereof shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year.  To the extent that Net Losses allocated would cause a Member to have an Adjusted Capital Account Deficit while any other Member would not have an Adjusted Capital Account Deficit, such Net Loss shall be allocated to the Members without Adjusted Capital Account Deficits in proportion to the relative amount of Net Loss that may be allocated to each such Member without causing any such Member to have an Adjusted Capital Account Deficit, prior to allocation of any remaining Net Loss to any Member for such Fiscal Year.

(f)Distributions in Kind.  Prior to distributing any asset of the Company in kind, the Capital Accounts of the Members shall be adjusted to reflect the Fair Market Value of such asset by allocating any unrealized gain or loss with respect to such asset to the Capital Accounts pursuant to this Section 6.1.

6.2Special Allocations.  The following special allocations shall be made in the following order prior to any allocations pursuant to Section 6.1 hereof:

(a)Minimum Gain Chargeback.  Except as otherwise provided in Regulations Section 1.704-2(f) and notwithstanding any other provision of this Article VI, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g).  Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto.  The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2).  This Section 6.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(b)Member Minimum Gain Chargeback.  Except as otherwise provided in Regulations Section 1.704-2(i)(4) and notwithstanding any other provision of this Article VI, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4).  Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto.  The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2).  This Section 6.2(b) is intended to comply with

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the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c)Qualified Income Offset.  In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 6.2(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.2(c) were not applicable.

(d)Gross Income Allocation.  In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Member shall be specially allocated items of income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.2(c) hereof and this Section 6.2(d) were not applicable.

(e)Nonrecourse Deductions.  Nonrecourse Deductions for any Fiscal Year shall be allocated in accordance with each Member’s share of Net Profits and Net Losses under Section 6.1(a) hereof.

(f)Member Nonrecourse Deductions.  Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(g)Section 754 Adjustments.  To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulation.

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(h)Other Allocation Rules.

(i)Generally, all Net Profits and Net Losses shall be allocated among the Members as provided in this Article VI.  If Members are admitted to the Company on different dates during any Fiscal Year, or the interests of the Members fluctuate during a Fiscal Year, the Net Profits or Net Losses shall be allocated among the Members for such Fiscal Year in accordance with Code Section 706, using any convention determined by the Managing Member and permitted by law.

(ii)The Members are aware of the income tax consequences of the allocations made by this Article VI and hereby agree to be bound by the provisions of this Article VI in reporting their Interests of income and loss for income tax purposes.

(i)Tax Allocations:  Code Section 704(c).  In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members in the manner determined by the Managing Member so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value.  If the Book Value of any Company asset is adjusted pursuant to the definition thereof, subsequent allocations of income, gain, loss and deduction with respect to such Company asset shall take account of any variation between the adjusted basis of such Company asset for federal income tax purposes and its Book Value in the manner determined by the Managing Member in accordance with Code Section 704(c) and the Regulations thereunder.  Allocations pursuant to this Section 6.2(i) are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Agreement.

6.3No Right to Distributions.  No Member shall have the right to demand or receive distributions of any amount, except as expressly provided in this Article VI or Section 7.7 hereof.

6.4Distributions.

(a)Distributions shall be paid to the Members, when, as and if declared by the Managing Member out of funds legally available for the purpose.  Any Distributions paid by the Company shall, except as required pursuant to Section 7.7, be paid to holders of the Common Interests (including, for the avoidance of doubt, Non-Voting Common Interests and Restricted Common Interests) in proportion to their respective Aggregate Common Interest Percentages.

(b)To the extent that Distributions to a Member with respect to a given Fiscal Year are less than an amount equal to the product of (x) the taxable net income allocated to such Member pursuant to this Agreement for such Fiscal Year

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multiplied by (y) the Tax Rate (such product, the “Assumed Tax Liability”) then, unless the Managing Member shall determine in good faith that such distribution would not be in the best interests of the Company, the Company shall distribute to such Member an amount equal to the excess of the Member’s Assumed Tax Liability over the Distributions previously made to the Member with respect to such Fiscal Year (such difference, “Tax Distributions”).  The amounts distributed to any Member pursuant to this Section 6.4(b) or pursuant to Section 7.7 shall be counted towards the amounts distributable to any Member pursuant to Section 6.4(a).  The Managing Member shall use commercially reasonable efforts to cause the Tax Distributions contemplated by this Section 6.4(b) to be made for each Fiscal Year as promptly as practicable during the immediately succeeding year, subject to the Managing Member’s review of the needs of the Company’s business.  Notwithstanding anything to the contrary contained in this Agreement, no Tax Distributions shall be made under this Section 6.4(b) in respect of income from discharge of indebtedness within the meaning of Section 108 of the Code (and any corresponding state, local or foreign tax law) that was realized or recognized prior to July 12, 2011, including with respect to the term loan maturing in April 2014 in the amount of $325,000,000 for which an election under Section 108(i) of the Code was made by JGW Holdco, LLC, regardless of whether an election was made under Section 108(i) of the Code (or any corresponding state, local or foreign tax law) to defer the inclusion of such income into gross income until a later taxable period.

6.5Withholding.  The Company is hereby authorized and directed to withhold from any distribution made to a Member the amount of taxes required to be withheld or paid by the Company with respect to any allocations or distributions to such Member as levied by any federal, state, local or foreign taxing authority.  Any amount so withheld shall be treated as a distribution under Section 6.4 hereof and shall reduce the amount otherwise distributable to such Member hereunder.  In the event that distributions under Section 6.4 hereof are insufficient to cover the amount of taxes required to be withheld or paid by the Company pursuant to this Section 6.5, the Member to which such taxes relate shall be obligated to indemnify the Company for such taxes in excess of distributions.

6.6Restrictions on Distributions.  The foregoing provisions of this Article VI to the contrary notwithstanding, no distribution shall be made if, and for so long as, such distribution would violate any law, rule, regulation, order or directive of any Governmental Authority then applicable to the Company.

6.7Distributions in Liquidation.  Upon the liquidation of the Company, liquidation proceeds, if any, shall be distributed in accordance with the provisions of Section 11.1 hereof.

6.8Determinations by the Managing Member.  All matters concerning the computation of Capital Accounts, the allocation of items of Company income, gain, loss, deduction and expense for all purposes of this Agreement and the adoption of any accounting procedures not expressly provided for by the terms of this Agreement shall be determined by the Managing Member in good faith.  Such determinations shall be final and conclusive as to all the Members.  Without in any way

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limiting the scope of the foregoing, if and to the extent that, for income tax purposes, any item of income, gain, loss, deduction or expense of any Member or the Company is constructively attributed to, respectively, the Company or any Member, or any contribution to or distribution by the Company or any payment by any Member or the Company is recharacterized, the Managing Member may, in its discretion and without limitation, specially allocate items of Company income, gain, loss, deduction and expense and/or make correlative adjustments to the Capital Accounts of the Members in a manner so that the net amount of income, gain, loss, deduction and expense realized by each relevant party (after taking into account such special allocations) and the net Capital Account balances of the Members (after taking into account such special allocations and adjustments) shall, as nearly as possible, be equal, respectively, to the amount of income, gain, loss, deduction and expense that would have been realized by each relevant party and the Capital Account balances of the Members that would have existed if such attribution and/or recharacterization and the application of this Section 6.8 had not occurred.  Notwithstanding anything expressed or implied to the contrary in this Agreement but subject to Section 4.6(a), in the event the Managing Member shall determine in good faith that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members, the Managing Member may make such modification.

ARTICLE VII

ACCOUNTS

7.1Books.  The Managing Member shall cause to be maintained complete and accurate books of account of the Company’s affairs at the Company’s principal place of business.  Such books shall be kept on such method of accounting, as the Managing Member shall select.  For purposes of the Company’s financial statements, the Company’s assets and liabilities and statements of operations and cash flows shall be prepared in conformity with generally accepted accounting principles.  The Company’s accounting period shall be as determined by the Managing Member.

7.2Reports.

(a)The books of account of the Company shall be closed after the close of each calendar year, and there shall be prepared and sent to each Member a statement of the profits and losses of the Company for that period and a statement of such Member’s distributive share of income and expense for income tax reporting purposes.

(b)In the event that PGHI or any Permitted Transferee of PGHI can reasonably demonstrate to the Company that the Company is then deemed to be a CS-Controlled Affiliate, then the Company, DLJMB and the internal legal and compliance department of Credit Suisse shall cooperate in good faith to structure the PGHI ownership of Common Interests in a manner that shall not cause the Company to be deemed a CS-Controlled Affiliate.

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7.3No Right of Inspection by Members.

(a)Without the prior written consent of the Managing Member, no Member which, together with its Affiliates, holds Interests representing an Aggregate Common Interest Percentage of less than two percent (2%) shall be entitled to inspect or copy any books or records of the Company, including, without limitation, any list of the Members of the Company.  No Member which, together with its Affiliates, holds Interests representing an Aggregate Common Interest Percentage of at least two percent (2%) shall be entitled to inspect or copy any books or records of the Company unless the primary purpose for such inspection and copying is reasonably related to such Member’s status as a Member, and provided, that, no such Member shall, in any event, be entitled to inspect or copy any list of the Members of the Company.  Notwithstanding the foregoing provisions of this Section 7.3(a), the Company shall not be required to provide any information to any Member that would reasonably be considered a competitor of the Company or that has otherwise been identified, in the good faith reasonable judgment of the Managing Member, as an actual competitor of, or adverse to the interests of, the Company.

(b)Notwithstanding anything in Section 7.3(a) to the contrary, for so long as the DLJMB Main Fund holds, directly or indirectly, any Interests, the DLJMB Main Fund (or any authorized representative thereof) may, upon prior written notice to the Company, examine the books and records of the Company and inspect its facilities and may request information at reasonable times and intervals concerning the general status of the Company’s financial condition and operations, provided that such examination and inspection shall not unreasonably interfere with the operations or business of the Company.

7.4Federal Tax Matters.  The Managing Member shall be the Tax Matters Member, which shall be considered the tax matters partner for purposes of the Code.  In addition to the specific duties and obligations of the tax matters partner set forth in Code Sections 6221 through 6234, the Tax Matters Member shall cause to be prepared and shall sign all tax returns of the Company, which returns shall be reviewed in advance of filing by an independent certified public accountant, make any election which is available to the Company, and monitor any Governmental Authority in any audit that such Governmental Authority may conduct of the Company’s books and records or other documents; provided, however, that the Tax Matters Member shall not elect to have the Company taxed other than as a partnership for federal income tax purposes.  Notwithstanding the foregoing or Section 7.2, the JLL Member acknowledges and agrees that (i) the Company has certain obligations to provide assistance and cooperation to PGHI in respect of tax matters pursuant to Section 5.11 of the Peach Merger Agreement, and (ii) PGHI has certain rights to control and represent the interests of Orchard Acquisition Company and its subsidiaries in respect of certain tax audits and administrative and judicial proceedings pursuant to Section 7.3(f) of the Peach Merger Agreement.

7.5Fiscal Year.  The fiscal year of the Company (the “Fiscal Year”) for financial statement and federal income tax purposes shall be determined by the

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Managing Member from time to time pursuant to Code Section 706 and the Regulations thereunder.

7.6Issuance of Compensatory Interests.

(a)The Tax Matters Member is hereby authorized and directed to cause the Company to make an election to value any Interests issued by the Company after the Effective Date as compensation for services to or for the benefit of the Company (collectively, “Compensatory Interests”) at liquidation value (the “Safe Harbor Election”), as the same may be permitted pursuant to or in accordance with the finally promulgated successor rules to proposed Regulations Section 1.83-3(l) and IRS Notice 2005-43 (collectively, the “Proposed Rules”).  The Tax Matters Member shall cause the Company to make any allocations of items of income, gain, deduction, loss or credit (including forfeiture allocations and elections as to allocation periods) necessary or appropriate to effectuate and maintain the Safe Harbor Election.

(b)Any such Safe Harbor Election shall be binding on the Company and on all of its Members with respect to all transfers of Compensatory Interests thereafter made by the Company while a Safe Harbor Election is in effect.  A Safe Harbor Election once made may be revoked by the electing Member as permitted by the Proposed Rules or any applicable rule.

(c)Each Member (including any person to whom a Compensatory Interest is transferred in connection with performance of services), by signing this Agreement or by accepting such transfer, hereby agrees to comply with all requirements of the Safe Harbor Election with respect to all Compensatory Interests transferred while the Safe Harbor Election remains effective.

(d)The Tax Matters Member shall file or cause the Company to file all returns, reports and other documentation as may be required to perfect and maintain the Safe Harbor Election with respect to transfers of Compensatory Interests covered by the Safe Harbor Election.

(e)The Managing Member is hereby authorized and empowered, without further vote or action of the Members, to amend this Agreement as necessary to comply with the Proposed Rules (or any similar rule), in order to provide for a Safe Harbor Election and the ability to maintain or revoke the same, and shall have the authority to execute any such amendment by and on behalf of each Member.  Any undertakings by the Members necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and to the extent so reflected shall be binding on each Member, respectively.

(f)Each Member agrees to cooperate with the Tax Matters Member to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the Tax Matters Member.

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7.7Structure to Defer Recognizing Income or Gain.

(a)Notwithstanding anything to the contrary contained in this Agreement, but subject to paragraph (b) hereof, until July 12, 2015, the Company and the Company Subsidiaries shall not sell or otherwise dispose of any Legacy Peach Assets in a Restricted Transaction without the prior written consent of PGHI (for so long as PGHI holds Interests) if (i) any income or gain recognized by the Company would be allocated to PGHI under Code Section 704(c) (net of any loss or deduction so recognized and allocated to PGHI under Code Section 704(c)) in respect of such Restricted Transaction and (ii) the Covered 704(c) Gain is greater than zero.

(b)The Company and the Company Subsidiaries may sell or otherwise dispose of Legacy Peach Assets in a Restricted Transaction without the prior written consent of PGHI if the following conditions are satisfied:

(i)Either:

(1)the sum of all cash Distributions previously made to PGHI under this Agreement as of the end of each Estimated Tax Period in the calendar year in which such Restricted Transaction occurs equals or exceeds the product of (x) the sum of (A) the Covered 704(c) Gain plus (B) all other income and gain recognized by the Company for such taxable year that has been or will be allocated to PGHI as of the end of each such quarter multiplied by (y) the Tax Rate, or

(2)PGHI receives a priority non-pro rata Distribution from the Company no later than thirty (30) days after the last day of the Estimated Tax Period of the calendar year in which the income or gain of the Company that is allocated to PGHI under Code Section 704(c) in respect of the Restricted Transaction is required to be recognized, equal to the difference between (x) the product of (A) the Covered 704(c) Gain multiplied by (B) the Tax Rate and (y) the sum of all cash Distributions or Tax Distributions previously made to PGHI under this Agreement as of the end of the relevant Estimated Tax Period minus the product of (A) all other income and gain recognized by the Company as of the end of such Estimated Tax Period that has been or will be allocated to PGHI multiplied by (B) the Tax Rate.

(ii)Regardless of whether or not the Covered 704(c) Gain is greater than zero at the end of a relevant Estimated Tax Period, a priority non-pro rata Distribution shall be made to PGHI in order to permit the payment of state and local taxes, and United States federal “alternative minimum taxes,” attributable to any income or gain recognized by the Company and allocated to PGHI under Code Section 704(c) (net of any loss or deduction so recognized and allocated to PGHI under Code Section 704(c)) in respect of Restricted Transactions, taking into account any net operating loss carryforwards of PGHI with respect to

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such taxes, but subject to any applicable limitations in respect of such net operating loss carryforwards; provided, however, that income or gain shall be excluded from this Section 7.7(b)(ii) to the extent that Distributions, Tax Distributions or Distributions under Section 7.7(b)(i)(2) have been made on account of such income or gain sufficient to satisfy the applicable state and local taxes and United States federal “alternative minimum taxes” in respect of such income or gain.

Any amounts distributed to PGHI pursuant to this Section 7.7(b)(i)(2) and Section 7.7(b)(ii) shall be treated as an advance of, and shall reduce the amount of, any distributions PGHI is otherwise entitled to receive under this Agreement (other than pursuant to Section 6.4(b) and this Section 7.7).

ARTICLE VIII

TRANSFER OF INTERESTS IN THE COMPANY

8.1Prohibition.

(a)Each Member (other than the Managing Member and the JLL Member) holding Common Interests (including Non-Voting Common Interests but not including Restricted Common Interests, which are addressed in Section 8.1(b)) shall hold its Common Interests and shall not, directly or indirectly, Transfer or in any way alienate any of such Common Interests or any right or interest therein, other than any Transfer (i) of Common Interests to a Permitted Transferee of such Common Interests; (ii) of Common Interests to any other Member of the Company or any such other Member’s Affiliates; (iii) of Common Interests in an Exchange pursuant to Article IX; or (iv) of Common Interests upon the written consent of the Managing Member.

(b) Each Employee Member shall hold its Restricted Common Interests and shall not, directly or indirectly, Transfer or in any way alienate any of such Restricted Common Interests or any right or interest therein, other than Transfers (i) of Restricted Common Interests to a Permitted Transferee of such Restricted Common Interests, (iii) of Restricted Common Interests in an Exchange pursuant to Article IX; or (iv) of Restricted Common Interests upon the written consent of the Managing Member.  Any Transfer permitted under Section 8.1(a) or this Section 8.1(b) is hereinafter referred to as a “Permitted Transfer”.

(c)Any holder of Non-Voting Common Interests may convert all or any portion of its Non-Voting Common Interests into an equal number of Voting Common Interests, but only if such conversion is simultaneous with or following (i) a Transfer of such Voting Common Interests that is part of a widely distributed public offering of Common Interests, (ii) a Transfer of such Voting Common Interests that is part of a private placement of Common Interests in which no one party (or group of associated persons) acquires the rights to purchase in excess of 2% of the Common Interests then outstanding, (iii) a Transfer of such Voting Common Interests to an

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underwriter for the purpose of conducting a widely distributed public offering of Common Interests, (iv) following a widely distributed public offering of Common Interests, a Transfer of Voting Common Interests not requiring registration under the Securities Act of 1933, as amended, in reliance on Rule 144 thereunder in which no one party (or group of associated persons) acquires in excess of 2% of the Common Interests then outstanding, (v) a Transfer of such Voting Common Interests to the Company, (vi) a Transfer of such Voting Common Interests to a Person as part of a transaction that is a Sale Transaction (without giving effect to the transfer of any Common Interests held by PGHI) or (vii) a Transfer of such Voting Common Interests to any Permitted Transferee of PGHI (other than a CS-Controlled Affiliate), in a liquidation or dissolution of PGHI of the Non-Voting Common Interests of PGHI to its equity holders, based on such equity holders’ proportionate ownership of PGHI (collectively, the “Conversion Conditions”).

(d)In the case of any proposed Transfer of Common Interests to a Permitted Transferee or to any other Member of the Company (or any such other Member’s Affiliates) by any such Member, the transferring Member shall deliver to the Company, at least five (5) Business Days prior to such Transfer, a written notice stating its intention to Transfer the Interests to be transferred, the name of the transferee, whether such transferee is an Affiliate of the Member, the number of Interests to be transferred, and any material terms and conditions of the Transfer that would have an impact upon the Company or the Company Subsidiaries, including, without limitation, any continuing transfer restrictions contemplated therein.  Promptly following the receipt by the Company of written notice of a proposed Transfer of Interests by a Member that would cause the Company to be deemed a CS-Controlled Affiliate, the Company shall provide to the director who sits on the Board of Directors of the Managing Member as a designee of PGHI (or an assignee of PGHI), in his capacity as a director, on behalf of Credit Suisse, a copy of each such notice.

(e)Notwithstanding anything to the contrary set forth above, the Common Interests held by the Managing Member are not transferrable other than in connection with a Sale Transaction.

(f)Any attempted Transfer of Interests by any such Member, other than in strict accordance with this Article VIII, shall be null and void and the purported transferee shall have no rights as a Member or Assignee hereunder.

8.2Conditions to Permitted Transfers.  Except with respect to an Exchange pursuant to Article IX, a Member shall be entitled to make a Transfer of all or any portion of its Interests only upon satisfaction of each of the following conditions:

(a)such Transfer does not require the registration or qualification of such Interests pursuant to any applicable federal or state securities laws;

(b)such Transfer does not result in a violation of applicable laws;

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(c)such Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c));

(d)such Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;

(e)such Transfer is in compliance with, and does not cause a termination of the Company, or the Company to lose its status as a partnership, for federal and state income tax purposes;

(f)such Transfer is not made to any person or entity who lacks the legal right, power or capacity to own Interests;

(g)such Transfer does not cause the Company to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b);

(h)such Transfer does not cause the Company to become a reporting company under the Exchange Act;

(i)such Transfer does not subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended;

(j)such Transfer is not knowingly made to a Person that, in the good faith reasonable judgment of the Managing Member, is an actual competitor of, or is otherwise adverse to the interests of, the Company; provided, however, that this clause (j) shall not prohibit any Transfer to a Permitted Transferee except for Credit Suisse, Transfers to which shall be prohibited at the discretion of the Managing Member;

(k)the Managing Member receives written instruments that are in a form satisfactory to the Managing Member, as determined in its reasonable discretion, including, without limitation, (i) copies of any instruments of Transfer, (ii) such Assignee’s consent to be bound by this Agreement as an Assignee, and (iii) if reasonably requested by the Managing Member (other than in connection with a Transfer to a Permitted Transferee or to another Member), an opinion of counsel to such Assignee, in form and substance reasonably acceptable to the Managing Member, to the effect that the conditions set forth in subsections (a)-(j) above have been reasonably satisfied; provided, however, that clause (j) above shall not apply in the case of any Transfer by the JLL Member, and

(l)except in the case of a Transfer of Non-Voting Common Interests, the transferor must simultaneously Transfer to the transferee an equal number of Class B Shares.

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8.3Effect of Transfers.

(a)Upon any Permitted Transfer, the Assignee of the Interests Transferred shall be entitled to receive the Distributions and allocations of income, gain, loss, deduction, credit or similar items to which the transferring Member would be entitled with respect to such Interests  and shall not be entitled to exercise any of the other rights of a Member with respect to the transferring Member’s Interests, including, without limitation, the right to vote, unless and until such Assignee is admitted to the Company as a Substitute Member pursuant to Section 8.5 hereof.

(b)Upon any Permitted Transfer by PGHI, the transferee of the Interests Transferred shall be entitled to receive the Distributions and allocations of income, gain, loss, deduction, credit or similar items to which PGHI would be entitled with respect to such Interests.  Notwithstanding anything else in this Agreement to the contrary, upon a Permitted Transfer by PGHI, the transferee of the Interests Transferred shall be admitted to the Company as a Substitute Member upon delivery to the Managing Member of the written instruments specified in Section 8.2(k) above and shall be entitled to exercise any of the other rights of a Member with respect to the transferring Member’s Interests, including, without limitation, the right to vote.

8.4Admission of Additional Members.  A Person shall become an Additional Member pursuant to the terms of this Agreement only if and when each of the following conditions is satisfied:

(a)the Managing Member consents in writing to such admission, which consent may be given or withheld in its sole and absolute discretion;

(b)the Managing Member, in its sole and absolute discretion, determines the nature and amount of the Interest Consideration to be paid by such Person;

(c)the Managing Member has received, on behalf of the Company, such Person’s Interest Consideration as so determined; and

(d)the Managing Member receives written instruments (including, without limitation, such Person’s consent to be bound by this Agreement as a Member) that are in a form satisfactory to the Managing Member, as determined in its sole and absolute discretion.

8.5Admission of Assignees as Substitute Members.  An Assignee of all or any portion of the Interests of a Member shall become a Substitute Member of the Company only if and when all of the following conditions are satisfied:

(a)the Managing Member consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing Member, in its reasonable discretion; provided that the Managing Member’s consent is not required for a transfer to a Permitted Transferee; and

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(b)the Managing Member receives written instruments (including, without limitation, such Assignee’s consent to be bound by this Agreement as a Member) that are in a form satisfactory to the Managing Member, as determined in its reasonable discretion.

8.6Cessation of Member.

(a)Any Member shall cease to be a Member of the Company upon the earliest to occur of any of the following events:

(i)such Member’s withdrawal from the Company pursuant to Section 8.7(a) hereof; or

(ii)as to any Member that is not an individual, the filing of a certificate of dissolution, or its equivalent, for such Member.

(b)Upon any Member ceasing to be a Member pursuant to subsection 8.6(a) hereof, such Member or its successor in interest shall become an Assignee of its Interests, entitled to receive the Distributions and allocations of income, gain, loss, deduction, credit or similar item to which such Member would have been entitled and shall not be entitled to exercise any of the other rights of a Member in, or have any duties or other obligations of a Member with respect to, such Interests.  No such Member shall have a right to a return of its Capital Contribution.

8.7Withdrawal of Members Upon Transfer.

(a)If a Member has Transferred all of its Interests in one or more Permitted Transfers or pursuant to Article IX hereof, then such Member shall withdraw from the Company on the date upon which each Assignee of such Interests has been admitted as a Substitute Member in accordance with Section 8.5 hereof, and such Member shall no longer be entitled to exercise any rights or powers of a Member under this Agreement.

(b)No Member shall have the right to withdraw from the Company other than pursuant to Section 8.7(a) hereof.

8.8Effect of Notices.  Notwithstanding any provision hereof to the contrary, the giving to the holders of Common Interests of any notice of sale or purchase shall not obligate a Transferring Member to consummate or effect any transaction referred to therein.

ARTICLE IX

EXCHANGE

9.1General.  Subject to adjustment as set forth in Section 9.9 hereof, each Member shall be permitted, at any time and from time to time after the expiration or earlier termination of the Lock-Up Period (as that term is defined in the

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Registration Rights Agreement),  to exchange with the Company any or all of the Common Interests held by such Member as follows (each, an “Exchange”):

(a)in the case of any Member exchanging Voting Common Interests, one Voting Common Interest together with one Class B Share will be exchangeable for one Class A Share;

(b)in the case of any Member exchanging Non-Voting Common Interests, one Non-Voting Common Interest will be exchangeable for one Class C Share; and

(c)in the case of the Employee Members exchanging Restricted Common Interests, one Restricted Common Interest together with one Class B Share will be exchangeable for one Class A Share.

9.2Exchange Notice.  In order to exercise the exchange right provided for under Section 9.1, the exchanging Member shall present and surrender the certificate or certificates representing such Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, as applicable, and, in the case of an Exchange pursuant to Section 9.1(a) or Section 9.1(c) above, the Class B Shares (in each case, if certificated) during usual business hours at the principal executive offices of the Managing Member, or if any agent for the registration or transfer of Class B Shares is then appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent, accompanied by written notice (the “Exchange Notice”) to the Managing Member and the Transfer Agent stating that the exchanging Member elects to exchange with the Company a stated number of Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, as applicable, and, in the case of an Exchange pursuant to Section 9.1(a) or Section 9.1(c) above, the Class B Shares represented, if applicable, by such certificate or certificates, to the extent specified in such notice, and (if the Class A Shares or Class C Shares to be received are to be issued other than in the name of the exchanging Member) specifying the name(s) of the Person(s) in whose name or on whose order the Class A Shares or Class C Shares are to be issued.  The Member seeking to Exchange shall represent to each of the Company and the Managing Member in the Exchange Notice that such Member owns the Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, as applicable, to be delivered at such Closing pursuant to Section 9.3, free and clear of all Liens, except as set forth therein, and, if there are any Liens identified in the Exchange Notice, such Member shall covenant that such Member will deliver at the applicable Closing evidence reasonably satisfactory to the Company and the Managing Member, that all such Liens have been released.  An Exchange Notice may be revoked or modified at any time prior to consummation of the Exchange in the discretion of the Member seeking to Exchange.  The Managing Member may adopt policies and procedures for the administration of Exchanges in addition to those set forth herein, which policies and procedures may include limitations on Members’ ability to Exchange other than in specified periods.

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9.3Closing Date.

(a)If an Exchange Notice has been delivered pursuant to Section 9.2, then as promptly as practicable after receipt of the Exchange Notice (the “Closing Date”), the parties shall effect the closing (the “Closing”) of the transactions contemplated by this Article IX at the offices of the Managing Member, at 201 King of Prussia Road, Suite 501, Radnor, PA 19087, or at such other time, at such other place, and in such other manner, as the applicable parties to such Exchange shall agree in writing.

(b)No Exchange in which the Class A Shares or Class C Shares are to be issued other than in the name of the Exchanging Member shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Managing Member, such Exchange would not comply with the conditions to Transfer set forth in Section 8.2 hereof.

(c)Notwithstanding anything to the contrary in this Article IX, during a Blackout Period (as defined below):  (i) the Managing Member, in its sole discretion, shall have the right to prohibit any Member from effecting an Exchange, and the Managing Member and the Company shall have the right to delay or suspend any such Exchange (whether such Exchange will result in the issuance of Class A Shares or Class C Shares or the payment of a Cash Amount); and (ii) a Member shall be prohibited from effecting any Transfer in connection with an Exchange, and the Managing Member and the Company shall have the right to delay or suspend any such Transfer at the Closing Date (whether such Transfer or related Exchange will result in the issuance of Class A Shares or Class C Shares or the payment of a Cash Amount).  For purposes of this Section 9.4(c), (x) “Blackout Period” means any time period (A) that is not an Open Window (as defined below), (B) during which the Managing Member is in possession of material non-public information and has determined in good faith that the disclosure of such information would not be in the best interests of the Managing Member, or (C) during which the Shelf Registration Statement (as that term is defined in the Registration Rights Agreement) is not effective or is otherwise unavailable; provided that any such Blackout Period shall expire on the date on which the circumstances set forth in clauses (A), (B), and (C), in the Managing Member’s sole discretion, no longer obtain; and (y) an “Open Window” means any period determined during which, in the discretion of the Managing Member’s General Counsel, (a) the directors and executive officers of the Managing Member are permitted to trade securities of the Managing Member under the Managing Member’s insider trading policy and (b) the Managing Member is not in possession of material non-public information.

9.4Closing Conditions.

(a)The obligations of any of the parties to consummate an Exchange pursuant to this Article IX shall be subject to the conditions that there shall be no injunction, restraining order or decree of any nature of any Governmental Authority that is then in effect that restrains or prohibits the Exchange of Common Interests.

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(b)The obligations of the Company and the Managing Member to consummate an Exchange pursuant to this Article IX with respect to a Member exchanging Voting Common Interests or Restricted Common Interests at such Closing shall be subject to the condition that such Member shall have taken all actions reasonably requested by the Company or the Managing Member to permit the redemption, immediately following the Closing, of a number of Class B Shares equal to the number of Voting Common Interests or Restricted Common Interests being exchanged by such Member at such Closing (including delivery to the Company of certificates evidencing such number of Class B Shares and confirmation that any Liens on such Class B Shares shall have been released).

(c)The obligations of each Member exchanging Voting Common Interests or Restricted Common Interests at such Closing shall be subject to the condition that the Managing Member shall have taken all actions reasonably required to permit the redemption, immediately following the Closing, of a number of Class B Shares held by such Member equal to the number of Voting Common Interests or Restricted Common Interests being Exchanged by such Member at such Closing; provided that this condition shall be satisfied if the Managing Member is legally prohibited from redeeming any Class B Shares tendered in connection with an Exchange and instead accepts such Class B Shares to be held in trust pending redemption of such Class B Shares at a later time when such legal prohibition is no longer in effect.

9.5Closing Deliveries.  At each Closing, the Company, the Managing Member and each Member that has submitted an Exchange Notice in respect of such Closing shall deliver the following:

(a)each such Member shall deliver an instrument of transfer in form reasonably satisfactory to the Managing Member, sufficient to transfer to the Company the number of Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests set forth in the Exchange Notice of such Member;

(b)if applicable, each such Member shall deliver evidence reasonably satisfactory to the Company and the Managing Member, that all Liens on such Member’s Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests and, if applicable, Class B Shares delivered pursuant to this Section 9.5 have been released;

(c)the Managing Member shall deliver to the Company a certificate issued in the name of each such Member representing a number of Class A Shares equal to the number of Voting Common Interests or Restricted Common Interests such Member elected to Exchange and a certificate issued in the name of each such Member representing a number of Class C Shares equal to the number of Non-Voting Common Interests such Member elected to Exchange;

(d)the Company shall deliver to the Managing Member a  number of Common Interests equal to the aggregate number of Voting Common

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Interests, Non-Voting Common Interests or Restricted Common Interests each such Member elected to Exchange; and

(e)the Company shall deliver to each such Member a certificate representing a number of Class A Shares equal to the number of Voting Common Interests or Restricted Common Interests such Member elected to Exchange and a certificate representing a number of Class C Shares equal to the number of Non-Voting Common Interests such Member elected to Exchange.

9.6Expenses.  Except as provided in the Registration Rights Agreement, each party hereto shall bear such party’s own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated.

9.7Termination of Membership; Cancellation and Registration of Common Interests.  Upon consummation of each Closing contemplated by this Article IX, each Voting Common Interest, Non-Voting Common Interest or Restricted Common Interest, as applicable, exchanged at such Closing shall thereafter be cancelled and a corresponding number of newly issued Common Interests shall be registered in the name of JHI, and the Managing Member shall modify the books and records of the Company to reflect such Transfer.  In the event that, as a result of an Exchange a Member shall cease to hold any Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, such Member shall cease to be a “member” of the Company for any purpose under the Agreement or the Act.

9.8Tax Treatment.   As required by the Code and the Regulations: (i) the parties shall report an Exchange consummated hereunder as a taxable sale of Common Interests by a Member to the Company (in conjunction with an associated cancellation of Class B Shares) and (ii) no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.

9.9Adjustment.  In the event that the outstanding Class A Shares or Class C Shares are converted into another class or series of stock of JHI, then each Member otherwise entitled to effect an Exchange pursuant to Section 9.1 shall, upon such Exchange, instead of receiving Class A Shares or Class C Shares receive upon such Exchange the amount of such other class or series of stock of JHI that such Member would have received if the Exchange had occurred immediately before the effective date of such event and the Class A Shares or Class C Shares received by such Member had been converted into the new class or series.

9.10Alternative Exchange.

(a)In order to structure a transaction equivalent to an Exchange in a tax efficient manner for PGHI, provided that (x) Life Settlement Corporation, SES Endurance Trust, Discounted Life Holdings, LLC, DLP Funding, LLC, DLP Funding II, LLC, DLP Funding III, LLC, DLP Master Trust, DLP Master Trust II, DLP Master Trust III, DLP Funding, Ltd., DLP Funding II, Ltd. and DLP Funding III Ltd. are not then

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Subsidiaries of PGHI (or will be distributed prior to any acquisition of PGHI pursuant to this Section 9.10(a)), (y) PGHI has not conducted any trade or business other than, by virtue of its ownership of Interests, its ownership of Life Settlement Corporation, SES Endurance Trust, Discounted Life Holdings, LLC, DLP Funding, LLC, DLP Funding II, LLC, DLP Funding III, LLC, DLP Master Trust, DLP Master Trust II, DLP Master Trust III, DLP Funding, Ltd., DLP Funding II, Ltd. and DLP Funding III Ltd. or its ownership of any assets distributed to PGHI pursuant to Section 2.8 and Section 5.21 of the Peach Merger Agreement, and (z) PGHI does not have any material liabilities, if requested by PGHI, in lieu of an Exchange by PGHI of its Interests in accordance with Sections 9.1 through 9.9 above, the Managing Member shall acquire PGHI pursuant to a transaction whereby the receipt of the equity interests in the Managing Member by the stockholders of PGHI is intended to qualify for non-recognition treatment under Section 351 of the Code or Section 368 of the Code; provided that, in any such transaction, the stockholders of PGHI may be issued, at their election, Class A Shares or Class C Shares. If any of the foregoing requirements of clauses (y) and (z) of this Section 9.10(a) is not satisfied, then the Managing Member, the Company and PGHI shall use commercially reasonable efforts (taking into account the interests of the holders of the Class A Shares and any advice from the Company’s and PGHI’s counsel, underwriters, investment bankers and other financial advisors) to structure a transaction in lieu of the Exchange by PGHI of its Interests in a manner that, in the opinion of the counsel to PGHI, should permit the Interests held by PGHI to be transferred pursuant to such transaction in a manner that qualifies as a reorganization within the meaning of Section 368(a)(1)(C) of the Code. Notwithstanding the foregoing, the provisions of this Section 9.10(a) shall not create an obligation to structure the transaction to qualify for non-recognition treatment under Section 351 of the Code or Section 368 of the Code if such obligation would, in the good faith determination of the Managing Member (taking into account the interests of the holders of the Class A Shares and any advice from the Company’s and PGHI’s counsel, investment bankers and other financial advisors), reasonably be expected to have an adverse financial impact on the Company or any of its Members or the Managing Member or any of their equity holders in the amount of more than $2,700,000 (without regard to any available net operating losses of PGHI); provided, however, that if the Managing Member determines that the amount of adverse financial impact would exceed $2,700,000 as provided above, then the Company shall negotiate in good faith with PGHI in an effort to agree upon terms and conditions pursuant to which PGHI can compensate the Company or its Members or the Managing Member or its equity holders, as applicable, for such adverse financial impact and, in the event the parties reach such an agreement, then the Company shall structure the transaction to qualify for non-recognition treatment under Section 351 of the Code or Section 368 of the Code, as applicable; provided, further, that none of the foregoing shall create any obligation of the Company or any of its Members or the Managing Member or any of its equity holders to accept any uncompensated adverse financial impact arising from the 2009 cancellation of indebtedness of Peach Holdings, Inc. The obligation of the Managing Member to acquire PGHI pursuant to this Section 9.10(a) shall in any event terminate and cease to be in effect if a transaction whereby the receipt of the equity interests in the Managing Member by the stockholders of PGHI is intended to qualify for non-recognition treatment under

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Section 351 of the Code or Section 368 of the Code shall not have occurred on or before December 31, 2016.

(b)In order to structure a transaction equivalent to an Exchange in a tax efficient manner for the JLL Members, provided that JGW Holdings Inc. does not have any material liabilities in excess of $2,700,000, if requested by the JLL Members, in lieu of an Exchange by the JLL Members of the portion of their Interests held by JGW Holdings Inc. in accordance with Sections 9.1 through 9.9 above, the Managing Member shall acquire JGW Holdings Inc. pursuant to a transaction whereby the receipt of the equity interests in the Managing Member by the equityholders of JGW Holdings Inc. is intended to qualify for non-recognition treatment under Section 351 of the Code or Section 368 of the Code.  If the foregoing requirement of this Section 9.10(b) is not satisfied, then the Managing Member, the Company and the JLL Members shall use commercially reasonable efforts (taking into account the interests of the holders of the Class A Shares and any advice from the Company’s and the JLL Members’ counsel, investment bankers and other financial advisors) to structure a transaction in lieu of the Exchange by the JLL Members of the portion of their Interests held by JGW Holdings Inc. in a manner that, in the opinion of the counsel to the JLL Members, should permit the portion of their Interests held by JGW Holdings Inc. to be transferred pursuant to such transaction in a manner that qualifies as a reorganization within the meaning of Section 368(a)(1)(C) of the Code.  If the Managing Member determines that the amount of material liabilities of JLL would exceed $2,700,000 as provided above, then the Company shall negotiate in good faith with the JLL Members in an effort to agree upon terms and conditions pursuant to which the JLL Members can compensate the Company or its Members or the Managing Member or its equity holders, as applicable, for such material liabilities and, in the event the parties reach such an agreement, then the Company shall structure the transaction to qualify for non-recognition treatment under Section 351 of the Code or Section 368 of the Code, as applicable.

(c)For purposes of clauses (a) and (b) of this Section 9.10, to the extent that either PGHI Corp., in the case of Section 9.10(a), or JGW Holdings, Inc., in the case of Section 9.10(b), is determined to have material liabilities related to unsheltered projected future tax obligations or, in the case of PGHI Corp., that a transaction of the type contemplated in Section 9.10(a) would have an adverse financial impact on the Company or any of its Members or the Managing Member or any of their equity holders as contemplated therein related to unsheltered projected future tax obligations, and such material liabilities or adverse financial impact would be sufficient to render the conditions to the transactions contemplated in Section 9.10(a) or Section 9.10(b), as applicable, not satisfied, then the JLL Holders or PGHI Corp., as applicable, shall be permitted to resolve such liabilities or adverse financial impact related to unsheltered projected future tax obligations (i) in cash (by depositing cash collateral into a third-party escrow account or otherwise making cash or cash equivalents available to the Managing Member upon or following such transaction, obtaining a letter of credit in the requisite amount or otherwise providing a creditworthy indemnity or other guarantee of satisfaction of the liability), or (ii) by a reduction in the amount of capital stock of the Managing Member to be received by the equityholders of JGW Holdings Inc. or PGHI Corp., as applicable, by an amount sufficient to compensate the Company or its Members

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or the Managing Member or its equity holders, as applicable, for such liability or adverse financial impact; provided that the Managing Member shall only be required to agree to a resolution pursuant to this clause (ii) if the amount of the reduction of the equity to be received by the equityholders of PGHI Corp. or JGW Holdings, Inc., as applicable, is sufficient to fully compensate the Company or its Members or the Managing Member or its equity holders, as applicable, valuing such equity for this purpose at Fair Market Value.  If PGHI Corp. or JGW Holdings, Inc. shall have resolved any such liabilities or adverse financial impact related to unsheltered projected future tax obligations in the manner specified in this Section 9.10(c), then the conditions set forth above with respect to the transactions contemplated in Sections 9.10(a) and 9.10(b) shall be deemed satisfied, solely with respect to any such material liability or adverse financial impact related to unsheltered projected future tax obligations.  For purposes of this Section 9.10(c), the parties hereto acknowledge and agree the value of any liabilities related to unsheltered projected future tax obligations shall be discounted to present value using a discount rate equal to the cost of debt of the Company and the Company Subsidiaries for general recourse obligations incurred by the Company and the Company Subsidiaries.

9.11Cash Exchange.  Notwithstanding anything to the contrary in Sections 9.1 through 9.9 above, but subject to Section 9.10 above, the board of directors of the Managing Member may, in its sole and absolute discretion, elect to cause the Company to redeem some or all of the Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, as applicable, surrendered for Exchange for cash (the “Cash Exchange”).  The amount of cash to be paid for the Cash Exchange (the “Cash Amount”) shall be equal to the product obtained by multiplying (x) the Fair Market Value of a Class A Share on the date that the Exchange Notice is delivered to the Company, times (y) the aggregate number of Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, as applicable, to be Exchanged in the Cash Exchange.  If the board of directors of the Managing Member chooses to cause the Company to redeem some or all of the surrendered Voting Common Interests, Non-Voting Common Interests or Restricted Common Interests, as applicable, pursuant to this Section 9.11, the Company shall give written notice thereof to such exchanging Member on or before the close of business three days prior to Closing, and the number of Class A Shares or Class C Shares to be delivered in the Exchange pursuant to Sections 9.1 through 9.9 shall be correspondingly reduced.

ARTICLE X

EVENTS OF DISSOLUTION

The Company shall be dissolved upon the occurrence of any of the following events (each, an “Event of Dissolution”):

(a)Member Approval is obtained in favor of dissolution; or

(b)A judicial dissolution of the Company under Section 18-802 of the Act.

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No other event, including the retirement, withdrawal, insolvency, liquidation, dissolution, insanity, resignation, expulsion, bankruptcy, death, incapacity or adjudication of incompetency of a Member, shall cause the existence of the Company to terminate.

ARTICLE XI

TERMINATION

11.1Liquidation.  In the event that an Event of Dissolution shall occur, then the Company shall be liquidated and its affairs shall be wound up.  All proceeds from such liquidation shall be distributed as set forth below, in accordance with the provisions of Section 18-804 of the Act:

(a)first to creditors, including Members who are creditors to the extent permitted by law, in satisfaction of the Company’s liabilities; and

(b)thereafter, to the holders of Common Interests (including, for the avoidance of doubt, Non-Voting Common Interests and Restricted Common Interests) in accordance with Section 6.4 hereof.

11.2Final Accounting.  In the event of the dissolution of the Company, prior to any liquidation, a proper accounting shall be made to the Members from the date of the last previous accounting to the date of dissolution.

11.3Distribution in Kind.  In the event the Managing Member determines in connection with the liquidation of the Company that a portion of the Company’s assets are best distributed in kind to the Members, then such assets shall be so distributed in kind to the Members in undivided interests therein as tenants in common in the manner specified in Section 6.1(f) hereof.

11.4Cancellation of Certificate.  Upon the completion of the winding up of the Company’s affairs and distribution of the Company’s assets, the Company shall be terminated and the Members shall cause the Company to execute and file a Certificate of Cancellation in accordance with Section 18-203 of the Act.

ARTICLE XII

EXCULPATION AND INDEMNIFICATION

12.1Exculpation.  Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Members, including the Managing Member, nor any officer, director, stockholder, partner, member, employee, representative or agent of any Member, including the Managing Member, nor any officer, employee, representative or agent of the Company or any of its Affiliates (individually, a “Covered Person” and, collectively, the “Covered Persons”) nor any former Covered Person shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related

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document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided a court of competent jurisdiction shall not have determined that such act or omission constitutes fraud, willful misconduct or bad faith.

12.2Indemnification.  To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person and each former Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs.  A Covered Person or former Covered Person shall not be entitled to indemnification under this Section 12.2 with respect to (i) any Claim with respect to which a court of competent jurisdiction has determined that such Covered Person has engaged in fraud, willful misconduct or bad faith or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce or establish such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Managing Member.  Expenses incurred by a Covered Person in defending any Claim or pursuing any Claim described under Section 12.2(ii)(A) shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 12.2.

12.3Amendments.  Any repeal or modification of this Article XII shall not adversely affect any rights of such Covered Person pursuant to this Article XII, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE XIII

AMENDMENT TO AGREEMENT

13.1Amendments.

(a)Except as provided in Section 13.1(b), amendments to this Agreement and to the Certificate of Formation shall require Member Approval, and no other vote of any class or series of Members shall be required to approve any such amendment.  Notwithstanding anything to the contrary contained herein, (i) no amendment to this Agreement or to the Certificate of Formation shall be effective with respect to any Member not voting in favor thereof, if such amendment would adversely

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affect such Member in any material respect in a manner that is disproportionately adverse to such Member, (ii) any amendment to Sections 2.7, 4.6, 5.6, 7.2(b), 7.6, 8.1 or 9.10, or this Section 13.1(a) that would adversely affect PGHI and its Permitted Transferees that hold Interests shall require the approval of holders of a majority of the Common Interests held by PGHI and its Permitted Transferees that hold Interests, (iii) any amendment to the terms of the Non-Voting Common Interests shall require the approval of the holders of a majority of the Non-Voting Common Interests and (iv) no amendment to the provisions of Sections 7.3 and 7.6 shall be effected without the approval of the holders of a majority of the Common Interests issued to PGHI in connection with the Peach Merger Agreement.

(b)An amendment shall become effective as of the date specified in the Members’ approval or, if none is specified, as of the date of such approval or as otherwise provided in the Act.  Notwithstanding the foregoing, the Managing Member may amend this Agreement without the approval of any Members (i) to create any class or series of Interests and fix for each such class or series such voting powers, distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in such amendment; (ii) to implement the admission of Substitute Members or Additional Members; (iii) to satisfy any law; (iv) to change the name of the Company; (v) to cure any ambiguity or correct or supplement any provision of this Agreement that may be incomplete or inconsistent with any other provision contained in this Agreement; and (vi) to reflect in the books and records of the Company transfers, issuances or other transactions that have been conducted in accordance with this Agreement.

ARTICLE XIV

GENERAL PROVISIONS

14.1Notices.  Unless otherwise specifically provided in this Agreement, all notices and other communications required or permitted to be given hereunder shall be in writing and shall be (i) delivered by hand, (ii) delivered by a nationally recognized commercial overnight delivery service, (iii) mailed postage prepaid by first-class mail in any such case directed or addressed to the respective addresses set forth in this Section 14.1 or in the books and records of the Company, (iv) delivered by electronic mail to the e-mail address of the party to whom notice is sent, as set forth in this Section 14.1 or in the books and records of the Company (but only if an e-mail address is given for such notices), or (v) transmitted by facsimile transmitted to:

If to the Company, to:

JGWPT Holdings,  LLC
201 King of Prussia Road
Suite 501
Radnor, PA 19087
Attention:  Stephen Kirkwood, Executive Vice President & General Counsel
Fax:  (855) 285-5089

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with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
920 N. King Street

Wilmington, Delaware 19801
Attention: Steven J. Daniels, Esq.
Fax:  (302) 651-3001
Email: Steven.Daniels@skadden.com

If to any Member, to the address of such Member specified in the books and records of the Company;

Such notices shall be effective:  (a) in the case of hand deliveries, when received; (b) in the case of an overnight delivery service, on the next Business Day after being placed in the possession of such delivery service, with delivery charges prepaid; (c) in the case of mail, five (5) days after deposit in the postal system, first-class mail, postage prepaid; and (d) in the case of facsimile notices, when electronic indication of receipt is received.  Any party may change its address and telecopy number by written notice to the other parties given in accordance with this Section 14.1.

14.2Entire Agreement, etc.  This Agreement, together with any agreements referenced in Section 5.1(c), constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior contracts, agreements, discussions and understandings between them.  No course of prior dealings between the parties shall be relevant to supplement or explain any term used in this Agreement.  Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or the acquiescing party has knowledge of the nature of the performance and an opportunity for objection.  No provisions of this Agreement may be waived, amended or modified orally, but only by an instrument in writing executed by the Member or Members required to approve such a waiver, or a duly authorized officer thereof in the case of a Member that is not a natural person.  No waiver of any terms or conditions of this Agreement in one instance shall operate as a waiver of any other term or condition or as a waiver in any other instance.

14.3Construction Principles.  As used in this Agreement words in any gender shall be deemed to include all other genders.  The singular shall be deemed to include the plural and vice versa.  The captions and Article and Section headings in this Agreement are inserted for convenience of reference only and are not intended to have significance for the interpretation of or construction of the provisions of this Agreement.

14.4Counterparts.  This Agreement may be executed in two or more counterparts by the parties hereto, each of which when so executed will be an original, but all of which together will constitute one and the same instrument.

14.5Severability.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions

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will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the Members’ expectations regarding this Agreement.  Otherwise, the Members agree to replace any invalid or unenforceable provision with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

14.6Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.

14.7Binding Effect.  This Agreement shall be binding upon, and inure to the benefit of, the Members.  This Agreement is contemplated by that certain Agreement and Plan of Merger by and between JGWPT Holdings, LLC and Wentworth Financial LLC (the “Merger”), pursuant to Section 10.1 of the Amended and Restated Limited Liability Company Agreement, dated as of July 12, 2011, of JGWPT Holdings, LLC.  Pursuant to the Merger, JGWPT Holdings, LLC was merged with and into Wentworth Financial LLC, with Wentworth Financial LLC continuing as the surviving entity under the name “JGWPT Holdings, LLC” and governed by this Agreement, which is effective as of the Effective Date pursuant to Section 18-209(f) of the Act. As a result of the Merger that was implemented, in part, based on the authority provided in Article X of the Amended and Restated Limited Liability Company Agreement, dated as of July 12, 2011, of JGWPT Holdings, LLC, the Members of the Company that received Interests in the Merger shall be bound by, and subject to the terms of, this Agreement without the need for execution of this Agreement by such Members.  In furtherance of the foregoing, each Member of the Company shall, notwithstanding that any such Member may not have executed this Agreement, be bound by, and subject to the terms of, this Agreement as and to the same extent as a signatory hereto.

14.8Additional Documents and Acts.  Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and of the transactions contemplated hereby.

14.9Parties in Interest.  This Agreement is made solely for the benefit of the parties hereto and no other person shall have any rights, interest, or claims hereunder or otherwise be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise, other than Section 7.7 (which is intended to be for the benefit of the Persons covered thereby, including the stockholders of PGHI, and may be enforced by such Persons).

14.10Limited Liability Company.  The parties to this Agreement agree to form a limited liability company and do not intend to form a partnership under the laws of the State of Delaware or any other laws; provided, however, that, to the extent permitted by United States law and subject to the terms of this Agreement, the Company will be treated as a partnership for United States federal, state and local income tax

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purposes.  The Members agree not to take any action inconsistent with the Company’s classification as a partnership for United States federal income tax purposes.

14.11Jurisdiction; Service of Process.  Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, or relating in any manner to, this Agreement must be brought against any of the parties in the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, in another court of the State of Delaware, County of New Castle, or in the United States District Court for the District of Delaware, and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.  Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

COMPANY:
JGWPT HOLDINGS, LLC
f/k/a WENTWORTH FINANCIAL LLC
By:	/s/ David Miller
	Name:	David Miller
	Title:	Chief Executive Officer
MANAGING MEMBER:
JGWPT HOLDINGS INC.
By:	/s/ David Miller
	Name:	David Miller
	Title:	Chief Executive Officer

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EX-10.2

Exhibit 10.2

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of November 14, 2013, by and among JGWPT Holdings Inc., a Delaware corporation (the “Corporation”), JLL JGW Distribution LLC, a Delaware limited liability company, JGW Holdco, LLC, a Delaware limited liability company (JLL JGW Distribution LLC and JGW Holdco LLC being hereinafter collectively referred to as “JLL”), Candlewood Special Situations Fund L.P., a Delaware limited partnership, R3 Capital Partners Master, L.P., a Cayman Islands exempted limited partnership, The Royal Bank of Scotland PLC, a public limited company incorporated in Scotland, DLJ Merchant Banking Funding, Inc., a Delaware corporation, PGHI Corp., a Delaware corporation (“PGHI”), David Miller, Randi Sellari, and Stefano Sola (together with JLL, the “Principals”), and, to the extent described herein, JLL Fund V AIF II, L.P., a Delaware limited partnership (together with any of its assignees or designees, the “JGW Holdings Shareholder”) and the shareholders of PGHI (together with any of their respective assignees or designees, the “PGHI Shareholders”).

RECITALS:

WHEREAS, the Corporation is offering for sale to the public, pursuant to a registration statement on Form S-1 (333-191585), shares of the Corporation’s Class A common stock, par value $0.00001 per share (“Class A Shares”), through a syndicate of underwriters (the “Initial Public Offering”);

WHEREAS, pursuant to that certain Amended and Restated Limited Liability Company Agreement of JGWPT Holdings, LLC, a Delaware limited liability company (“JGWPT LLC”), dated as of November 13, 2013 (the “LLC Agreement”), by and among the Corporation and the Members, the Members have the right under certain circumstances to exchange certain membership interests in JGWPT LLC designated as “Common Interests” (the “Interests”), together (in some cases) with an equal number of shares of Class B common stock, par value $0.00001 per share, of the Corporation (“Class B Shares”, which Class B shares shall be redeemed for their par value), for, in the case of the Members other than PGHI, Class A Shares or, in the case of PGHI, shares of Class C common stock, par value $0.00001 per share, of the Corporation (“Class C Shares”), in each case, subject to JGWPT LLC’s right to substitute cash in lieu of such Class A shares or Class C Shares at its option  (each such case, an “Exchange”);

WHEREAS, pursuant to the LLC Agreement, JLL has the right, subject to certain conditions, to elect that JGW Holdings Inc., a Delaware corporation (“JGW Holdings”), merge with a wholly owned subsidiary of the Corporation (the “JGW Holdings Merger”) in a transaction intended to be treated as a reorganization under Section 368(a) of the Code, with the JGW Holdings Shareholder receiving Class A Shares in such merger;

WHEREAS, pursuant to the LLC Agreement,  PGHI has the right, subject to certain conditions, to elect that PGHI merge with a wholly-owned subsidiary of the Corporation in a transaction intended to be treated as a reorganization under Section 368 of the Code, or to

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effectuate another tax-free transaction with the Corporation under Sections 351 or 368 of the Code, with the PGHI Shareholders receiving Class A Shares or Class C Shares in such transaction at their election (each, the “PGHI Merger”);

WHEREAS, JGWPT LLC and each of its direct or indirect subsidiaries (that is owned through a chain of pass-through entities) that is a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Code (as defined herein) for the Taxable Year (as defined herein) in which any Exchange occurs, which election will result in an adjustment to the Corporation’s share of the tax basis of the assets owned by JGWPT LLC and certain of its subsidiaries as of the date of the Exchange, with a consequent result on the taxable income subsequently derived therefrom;

WHEREAS, immediately prior to the consummation of the Initial Public Offering, the Corporation will become the managing member of JGWPT LLC and exercise control of JGWPT LLC, including of its business and affairs; and

WHEREAS, the parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to any tax benefits to be derived by the Corporation as the result of Exchanges, the JGW Holdings Merger, the PGHI Merger and any payments made hereunder.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).  Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the LLC Agreement.

“Advisory Firm” means an accounting or law firm that is nationally recognized as being expert in Covered Tax matters and not an Affiliate of the Corporation, selected by the Corporation.

“Advisory Firm Letter” means a letter from the Advisory Firm stating that the relevant schedule, notice or other information to be provided by the Corporation to the Principals and all supporting schedules and work papers were prepared in a manner consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such schedule, notice or other information is delivered to the Principals or the JGW Holdings Shareholder, as applicable.

“Affiliate” has the meaning set forth in Rule 405 promulgated under the Securities Act.

“Agreed Rate” means LIBOR plus 200 basis points.

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“Agreement” is defined in the preamble.

“Amended Tax Benefit Schedule” is defined in Section 2.3(b) of this Agreement.

“Attributable”: The portion of any Realized Tax Benefit of the Corporation that is “Attributable” to any present or former Member other than the Corporation, or to the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, shall be determined by reference to the assets from which arise the depreciation, amortization or other similar deductions for recovery of cost or basis (“Depreciation”) and the Section 381 Attributes, the PGHI Section 381 Attributes and the Imputed Interest that produce the Realized Tax Benefit, under the following principles:

(i)Any Realized Tax Benefit arising from a deduction to the Corporation with respect to a Taxable Year for Depreciation arising in respect of a Basis Adjustment to an Exchange Asset is Attributable to a Member to the extent that the ratio of all Depreciation for the Taxable Year in respect of Basis Adjustments resulting from all Exchanges by such Member bears to the aggregate of all Depreciation for the Taxable Year in respect of Basis Adjustments resulting from all Exchanges by all Members.

(ii)Any Realized Tax Benefit arising from the use of a Section 381 Attribute is Attributable to the JGW Holdings Shareholder,

(iii)Any Realized Tax Benefit arising from the use of a PGHI Section 381 Attribute is Attributable to the PGHI Shareholders, and

(iv)Any Realized Tax Benefit arising from a deduction to the Corporation with respect to a Taxable Year in respect of Imputed Interest is Attributable to the Person (whether a Member, the JGW Holdings Shareholder or the PGHI Shareholders) that is required to include the Imputed Interest in income (without regard to whether such Person is actually subject to tax thereon).

“Attribute Limitation” is defined in Section 2.2(a) of this Agreement.

“Basis Adjustment” means the increase or decrease to the tax basis of, or the Corporation’s share of the tax basis of the Exchange Assets (i) under Sections 734(b), 743(b) and 754 of the Code and, in each case, the comparable sections of U.S. state and local income and franchise tax law (in situations where, following an Exchange, JGWPT LLC remains in existence as an entity for Tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local income and franchise tax law (in situations where, as a result of one or more Exchanges, JGWPT LLC becomes an entity that is disregarded as separate from its owner for Tax purposes), in each case as a result of any Exchange and any payments made under this Agreement.

“Beneficial Owner” of a security means a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii)

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investment power, which includes the power to dispose, or to direct the disposition of, such security.  The terms “Beneficially Own” and “Beneficial Ownership” shall have a correlative meaning.

“Business Day” means any calendar day that is not a Saturday, Sunday or other calendar day on which banks are required or authorized to be closed in the City of New York.

“Change of Control” means the occurrence of any of the following events:

1.             any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act, or any successor provisions thereto (excluding (i) any group of Persons, which, if it includes any Member or any of its Affiliates, includes all the Members, and (ii) any group of Persons which includes the JGW Holdings Shareholder) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing more than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding voting securities;

2.             the following individuals cease for any reason to constitute a majority of the number of directors of the Corporation then serving: individuals who were directors of the Corporation on the date of the consummation of the Initial Public Offering and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the board of directors of the Corporation or nomination for election by the Corporation’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors of the Corporation on the date of the consummation of the Initial Public Offering or whose appointment, election or nomination for election was previously so approved or recommended by the directors referred to in this clause 2;

3.             there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation (including JGWPT LLC) with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the board of directors of the Corporation immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) all of the Persons who were the respective Beneficial Owners of the voting securities of the Corporation immediately prior to such merger or consolidation do not Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation;

4.             the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an

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agreement or series of related agreements for the sale or other disposition, directly, or indirectly, by the Corporation of all or substantially all of the Corporation’s assets (including a sale of assets of JGWPT LLC), other than such sale or other disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by shareholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.

Notwithstanding the foregoing, except with respect to clause 2 and clause 3(x) above, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

“Class A Shares” is defined in the recitals.

“Class B Shares” is defined in the recitals.

“Class C Shares” is defined in the recitals.

“Code” means the Internal Revenue Code of 1986, as amended (or any successor U.S. federal income tax statute and the corresponding provisions thereof).

“Corporation” is defined in the preamble.

“Covered Taxes” means any taxes imposed under Subtitle A of the Code or any other provision of U.S. federal income tax law (including, without limitation, the taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code) and U.S. state and local income and franchise taxes.

“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state or local income or franchise tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for any Covered Tax.

“Early Termination Date” is the last day of the Taxable Year in which an Early Termination Notice is given.

“Early Termination Notice” is defined in Section 4.2 of this Agreement.

“Early Termination Payment” means, for any Principal, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, as of the date of an Early Termination Notice, a payment equal to the present value, discounted at the Termination Rate, of all Tax Benefit Payments that would be required to be paid by the Corporation to such Principal,

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JGW Holdings Shareholder or PGHI Shareholders, as the case may be, beginning from the Early Termination Date assuming the Valuation Assumptions are applied.

“Exchange” is defined in the recitals.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Assets” means the assets owned by JGWPT LLC and each of its direct or indirect subsidiaries that are treated as pass-through entities (but only if such indirect subsidiaries are held only through subsidiaries treated as pass-through entities) for U.S. federal income tax purposes as of an applicable Exchange Date (and any asset whose tax basis is determined, in whole or in part, by reference to the adjusted basis of any such asset).

“Exchange Basis Schedule” is defined in Section 2.1(b) of this Agreement.

“Exchange Date” means the date on which an Exchange is effected.

“Expert” is defined in Section 7.2(a) of this Agreement.

“Governmental Entity” means any U.S. federal, state or local government or any court of competent jurisdiction, administrative agency or commission or other domestic governmental authority or instrumentality.

“Hypothetical Tax Basis” means, with respect to any asset at any time, the tax basis that such asset would have at such time if no Basis Adjustments had been made as a result of any Exchange, as the case may be.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation using the same methods, elections, conventions and similar practices used on the actual Tax Returns of the Corporation, but (i) using the Hypothetical Tax Basis instead of the actual tax basis of each relevant asset, (ii) excluding any deduction attributable to the Imputed Interest and (iii) excluding any deductions or other offsets arising from the use of the Section 381 Attributes or the PGHI Section 381 Attributes.   For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Covered Tax item that is attributable to the Basis Adjustment, Imputed Interest, Section 381 Attributes or PGHI Section 381 Attributes.

“Imputed Interest” and “Imputed Principal” means the portion of a payment treated as interest or principal, as applicable, under Section 1272, 1274 or 483 or other provision of the Code and the similar section of the applicable U.S. state or local income or franchise tax law with respect to the Corporation’s payment obligations to the Principals, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, under this Agreement.

“Interests” is defined in the recitals.

“IRS” means the U.S. Internal Revenue Service.

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“JGW Holdings” is defined in the recitals.

“JGW Holdings Allocable Share” means the quotient (expressed as a percentage) obtained by dividing (x) the JGW Holdings Shareholder Realized Tax Benefit Amount, by (y) the sum of (i) the JGW Holdings Shareholder Realized Tax Benefit Amount, (ii) the sum of all Member Realized Tax Benefit Amounts and (iii) the PGHI Shareholders Realized Tax Benefit Amount.

“JGW Holdings Merger” is defined in the recitals.

“JGW Holdings Shareholder” is defined in the preamble.

“JGW Holdings Shareholder Realized Tax Benefit Amount” means, in the event that the JGW Holdings Merger has been effected, for any Taxable Year that includes or begins after the date of the JGW Holdings Merger, the amount of the Realized Tax Benefit that is Attributable to the JGW Holdings Shareholder for such Taxable Year.

“JGW Holdings Shareholder Representative” means such person as may be appointed by the limited partners of JLL Fund V AIF II, L.P. to act on behalf of such limited partners for purposes of this Agreement.

“JGWPT LLC” is defined in the recitals.

“JLL” is defined in the preamble.

“LIBOR” means, for each month (or portion thereof) during any period, an interest rate per annum equal to the rate per annum reported, on the date two days prior to the first day of such month, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBO” or by any other publicly available source of such market rate) for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof).

“LLC Agreement” is defined in the recitals.

“Material Breach” means (i) the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due, (ii) the failure to honor any other material obligations required hereunder to the extent not cured within 30 days of notice by any Principal that is materially prejudiced by such failure, or (iii) the Corporation makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any receiver of or any trustee for the Corporation or any substantial part of its property, commences any proceeding relating to the Corporation under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or there is commenced against the Corporation any such proceeding which remains undismissed for a period of 30 days, or the Corporation by any act indicates its consent to, approval of or acquiescence in any such proceeding or the appointment of any receiver of or any trustee for the Corporation or any substantial part of its property, or suffers any such receivership or trusteeship

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to continue undischarged for a period of 60 days.  The date of a Material Breach means the date that such failure, assignment, filing, etc. occurs without regard to any cure period.

“Member” means a member of JGWPT LLC other than the Corporation.

“Member Allocable Share” means with respect to each Member, for any Taxable Year, the quotient (expressed as a percentage) obtained by dividing (x) such person’s Member Realized Tax Benefit Amount, by (y) the sum of (i) the sum of all Member Realized Tax Benefit Amounts, (ii) the JGW Holdings Shareholder Realized Tax Benefit Amount and (iii) the PGHI Shareholders Realized Tax Benefit Amount.

“Member Realized Tax Benefit Amount” means, for any Member and Taxable Year, the amount of the Realized Tax Benefit that is Attributable to such Member for such Taxable Year, taking into account only Exchanges made by such Member in such Taxable Year or all prior Taxable Years.

“Other Members” means all Members, other than the Principals.

“Person” means and includes any individual, firm, corporation, partnership (including, without limitation, any limited, general or limited liability partnership), company, limited liability company, trust, joint venture, association, joint stock company, unincorporated organization or similar entity or Governmental Entity.

“PGHI Allocable Share” means the quotient (expressed as a percentage) obtained by dividing (x) the PGHI Shareholders Realized Tax Benefit Amount, by (y) the sum of (i) the PGHI Shareholders Realized Tax Benefit Amount, (ii) the JGW Holdings Shareholder Realized Tax Benefit Amount and (iii) the sum of all Member Realized Tax Benefit Amounts.

“PGHI Merger” is defined in the recitals.

“PGHI Section 381 Attributes” is defined in Section 2.2(a) of this Agreement.

“PGHI Shareholders” is defined in the preamble.

“PGHI Shareholders Realized Tax Benefit Amount” means, in the event that the PGHI Merger has been effected, for any Taxable Year that includes or begins after the date of the PGHI Merger, the amount of the Realized Tax Benefit that is Attributable to the PGHI Shareholders for such Taxable Year.

“PGHI Shareholders’ Representative” means such person as may be appointed by the  PGHI Shareholders to act on their behalf  for purposes of this Agreement.

“Principal Allocable Share” means with respect to each Principal, and in connection with any Tax Benefit Payment for any Taxable Year, the sum of

(x) such Principal’s Member Allocable Share, and

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(y) the product of (I) such Principal’s Residual Sharing Percentage, and (II) the sum of all Member Allocable Shares for all Other Members.

“Principals” is defined in the preamble.

“Proceeding” means a suit, action or proceeding relating to this Agreement.

“Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the actual Tax liability for Covered Taxes of the Corporation for such Taxable Year calculated in accordance with the applicable principles set forth in Section 2.3(c) hereof; provided, however, that, for the avoidance of doubt, (i) for any Taxable Year in which the Hypothetical Tax Liability is a negative number, the Realized Tax Benefit for such Taxable Year shall be zero and (ii) if the actual Tax liability for Covered Taxes is a negative number, and the Hypothetical Tax Liability is a positive number, the actual Tax liability for Covered Taxes shall be deemed to equal zero for purposes of  calculating the amount of the Realized Tax Benefit for such Taxable Year.  If all or a portion of the actual Tax liability for Covered Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such adjustment to the liability shall not be included in determining the Realized Tax Benefit or the Realized Tax Detriment unless and until there has been a Determination.

“Realized Tax Detriment” means, for a Taxable Year, the excess, if any, of the actual Tax liability for the Covered Taxes of the Corporation over the Hypothetical Tax Liability for such Taxable Year calculated in accordance with the applicable principles set forth in Section 2.3(c) hereof; provided, however, that, for the avoidance of doubt, (i)  for any Taxable Year in which the actual Tax liability is a negative number, the Realized Tax Detriment for such Taxable Year shall be zero and (ii) if the actual Tax liability for Covered Taxes is a negative number, and the Hypothetical Tax Liability is a positive number, the actual Tax liability for Covered Taxes shall be deemed to equal zero for purposes of calculating the amount of the Realized Tax Benefit for such Taxable Year. If all or a portion of the actual Tax liability arises as a result of an audit by a Taxing Authority of any Taxable Year, such adjustment to the liability shall not be included in determining the Realized Tax Benefit or Realized Tax Detriment unless and until there has been a Determination.

“Reconciliation Dispute” is defined in Section 7.2(a) of this Agreement.

“Reconciliation Procedures” shall mean those procedures set forth in Section 7.2 of this Agreement.

“Residual Sharing Percentage” means, for each Principal, the percentage set forth on Appendix A.

“Section 381 Attributes” is defined in Section 2.2(a) of this Agreement.

“Section 381 Attribute Schedule” is defined in Section 2.2(b) of this Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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“Senior Obligations” means principal, interest or other amounts due and payable in respect of any debt of the Corporation for borrowed funds.

“Tax Benefit Payment” is defined in Section 3.1(b) of this Agreement.

“Tax Benefit Schedule” is defined in Section 2.3(a) of this Agreement.

“Taxable Year” means a taxable year as defined in Section 441(b) of the Code or comparable section of U.S. state or local income or franchise tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made).

“Tax Return” means any return or filing required to be made with respect to Covered Taxes, including amended returns, for any Taxable Year with any Taxing Authority.

“Taxing Authority” means the IRS and any state or local Governmental Entity responsible for the administration of Covered Taxes.

“Termination Rate” means the lesser of (i) 6.5% and (ii) LIBOR plus 100 basis points.

“Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions of succeeding provisions) as in effect for the relevant taxable period.

“Valuation Assumptions” means as of any Valuation Date, the assumptions that:

1.The Corporation will have income that exceeds the amount of any increase in deductions that may be derived from the Basis Adjustment, the amount of available Section 381 Attributes and the amount of available PGHI Section 381 Attributes (in each case, subject to any Attribute Limitations), and the Imputed Interest throughout the relevant period for purposes of all Covered Taxes.

2.There will be no change in the applicable rates of any Covered Taxes throughout the relevant period, except to the extent such changes have already been enacted into law.

3.All taxable income of the Corporation will be subject to the maximum applicable rates for Covered Taxes throughout the relevant period.

4.Any loss carryovers or carrybacks generated by the Basis Adjustment or the Imputed Interest (including such Basis Adjustment and Imputed Interest generated as a result of payments made under this Agreement), the use of the Section 381 Attributes, or the use of the PGHI Section 381 Attributes and available as of the date of the Early Termination Notice will be utilized by the Corporation on a pro rata basis from the Early Termination Date through the scheduled expiration date of such loss carryovers or carrybacks, and taking into

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account any limitations on use of those attributes under Sections 382, 384 or similar provisions of the Code.

5.Any non-amortizable assets are deemed to be disposed of on the fifteenth anniversary of the earlier of the Basis Adjustment and the Early Termination Date.

6.If an Early Termination is effected prior to an Exchange of all Interests, such remaining Interests that are not exchanged as of the Early Termination Date shall be treated as sold in an Exchange occurring on the Early Termination Date.

“Valuation Date” means the date of an Early Termination Notice for purposes of determining an Early Termination Payment.

ARTICLE II
DETERMINATION OF REALIZED TAX BENEFIT OR REALIZED TAX DETRIMENT

Section 2.1Basis Adjustment Attributable to an Exchange.

(a)[Intentionally omitted]

(b)Exchange Basis Schedule Generally.  Within 90 calendar days after filing its U.S. federal income Tax Return for each Taxable Year in which any Exchange has been effected, the Corporation shall deliver (or cause JGWPT LLC to deliver) to each Principal that effected an Exchange during such Taxable Year a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail, for U.S. federal income tax purposes, (i) the actual tax basis of the Exchange Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Exchange Assets as a result of the Exchanges effected in such Taxable Year and all prior Taxable Years, calculated (a) in the aggregate and (b) solely with respect to changes by the relevant Principal, (iii) the period or periods, if any, over which such Exchange Assets are amortizable or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable or depreciable.  At the time the Corporation delivers (or causes JGWPT LLC to deliver) the Exchange Basis Schedule to a Principal, it shall (x) deliver (or cause JGWPT LLC to deliver) to such Principal schedules and work papers providing reasonable detail regarding the preparation of the Exchange Basis Schedule and an Advisory Firm Letter supporting such Exchange Basis Schedule and (y) allow such Principal reasonable access to the appropriate representatives at the Corporation, JGWPT LLC and the Advisory Firm in connection with its review of such schedule.  The Exchange Basis Schedule shall become final and binding on the parties unless any Principal, within 30 calendar days after receiving such Exchange Basis Schedule, provides the Corporation with notice of a material objection to such Exchange Basis Schedule made in good faith and in reasonable detail.  If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 60 calendar days after such notice was delivered to the Corporation, the Corporation and the Principals shall employ the Reconciliation Procedures.

(c)Amendments to an Exchange Basis Schedule.  An Exchange Basis Schedule may be amended from time to time by the Corporation (i) in connection with a Determination, (ii) to correct inaccuracies to the original Exchange Basis Schedule identified or agreed to by the Corporation after the date of the Exchange as a result of the receipt of additional

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information, (iii) to comply with the expert’s determination under the Reconciliation Procedures or (iv) to take into account payments made pursuant to this Agreement.  At the time the Corporation delivers such amended Exchange Basis Schedule to a Principal, it shall (x) deliver to such Principal schedules and work papers providing reasonable detail regarding the preparation of the amended Exchange Basis Schedule and an Advisory Firm Letter supporting such amended Exchange Basis Schedule and (y) allow such Principal reasonable access to the appropriate representatives at the Corporation, JGWPT LLC and the Advisory Firm in connection with its review of such schedule.  The amended Exchange Basis Schedule shall become final and binding on the parties unless any Principal, within 30 calendar days after receiving such amended Exchange Basis Schedule, provides the Corporation with notice of a material objection to such amended Exchange Basis Schedule made in good faith and in reasonable detail.  If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to the Corporation, the Corporation and the Principals shall employ the Reconciliation Procedures.

Section 2.2Tax Attributes Succeeded to Under Section 381.

(a)Consequences of the JGW Holdings Merger and the PGHI Merger.  Pursuant to the LLC Agreement, JLL has the right, subject to certain conditions, to effect the JGW Holdings Merger.  The parties hereto acknowledge that (i) JGW Holdings may have certain tax attributes (including but not limited to losses, deductions, credits or items of income the recognition of which was deferred pursuant to Section 108(i) of the Code) at the time of such JGW Holdings Merger to which the Corporation could succeed in the JGW Holdings Merger under Section 381(a) of the Code or similar provisions of U.S. federal, state or local income and franchise tax law.  The term “Section 381 Attributes” as used herein refers to the amount by which the aggregate of those items of loss, deduction or credit exceeds the amount of income, the recognition of which was deferred pursuant to Section 108(i) of the Code, that has not been taken into income by JGW Holdings at the time of the JGW Holdings Merger.  Further, pursuant to the LLC Agreement, PGHI has the right, subject to certain conditions, to effect the PGHI Merger.  The parties hereto further acknowledge that (i) PGHI may have certain tax attributes (including but not limited to losses, deductions, or credits) at the time of such PGHI Merger to which the Corporation could succeed in the PGHI Merger under Section 381(a) of the Code or similar provisions of U.S. federal, state or local income and franchise tax law.  For this purpose, the term “PGHI Section 381 Attributes” with respect to PGHI shall refer to the amount by which the aggregate items of loss, deduction or credit of PGHI at the time of the PGHI Merger exceeds the remaining net aggregate built-in gain on Section 704(c) property within the meaning of Treas. Reg. Section 1.704-3(a)(3) (and taking into account Section 704(c) of the Code and any regulations promulgated thereunder) with respect to PGHI as a result of the acquisition of Orchard Acquisition LLC.  The parties further acknowledge that, in the event that either the JGW Holdings Merger or the PGHI Merger is effected, the Corporation’s ability to utilize the Section 381 Attributes or the PGHI Section 381 Attributes to offset its taxable income or to reduce its Tax payments may be limited under Sections 382, 383 and 384 of the Code or similar provisions of U.S. federal, state or local income and franchise tax law (the “Attribute Limitations”).

(b)Section 381 Attribute Schedule Generally.  In the event that either of JLL elects to effect the JGW Holdings Merger, or PGHI elects to effect the PGHI Merger,

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within 90 calendar days after filing its U.S. federal income Tax Return for the year in which either of the JGW Holdings Merger or the PGHI Merger occurred, the Corporation shall deliver (or cause JGWPT LLC to deliver) to the JGW Holdings Shareholder and/or the PGHI Shareholders, as the case may be, a schedule (each, a “Section 381 Attribute Schedule”) that shows, in reasonable detail, for U.S. federal income tax purposes, (i) the amount of each Section 381 Attribute or PGHI Section 381 Attribute, separately stated to the extent relevant, (ii) the amount of each Attribute Limitation for the JGW Holdings Shareholder or the PGHI Shareholders, if any, separately stated to the extent relevant, and (iii) the amount of any “net unrealized built-in gain” or “net unrealized built-in loss” as defined in Section 382(h)(3) of the Code for each of JGW Holdings and PGHI.  At the time the Corporation delivers (or causes JGWPT LLC to deliver) the Section 381 Attribute Schedule to the JGW Holdings Shareholder, or the PGHI Section 381 Attribute Schedule to the PGHI Shareholders, it shall (x) deliver (or cause JGWPT LLC to deliver) to the JGW Holdings Shareholder or the PGHI Shareholders schedules and work papers providing reasonable detail regarding the preparation of each Section 381 Attribute Schedule and an Advisory Firm Letter supporting each such Section 381 Attribute Schedule and (y) allow the JGW Holdings Shareholder and the PGHI Shareholders reasonable access to the appropriate representatives at the Corporation, JGWPT LLC and the Advisory Firm in connection with its review of such schedule.  Each Section 381 Attribute Schedule shall become final and binding on the parties unless the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, within 30 calendar days after receiving their respective Section 381 Attribute Schedule, provides the Corporation with notice of a material objection to such Section 381 Attribute Schedule made in good faith and in reasonable detail.  If the Corporation and the JGW Holdings Shareholder, or the Corporation and the PGHI Shareholder, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 60 calendar days after such notice was delivered to the Corporation, the Corporation and the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, shall employ the Reconciliation Procedures.

(c)Amendments to Section 381 Attribute Schedule.  Each Section 381 Attribute Schedule may be amended from time to time by the Corporation (i) in connection with a Determination, (ii) to correct inaccuracies to the original Section 381 Attribute Schedule identified after the date of the JGW Holdings Merger or the PGHI Merger as a result of the receipt of additional information or (iii) to comply with the expert’s determination under the Reconciliation Procedures.  At the time the Corporation delivers such amended Section 381 Attribute Schedule to the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, it shall (x) deliver to the JGW Holdings Shareholder or the PGHI Shareholders schedules and work papers providing reasonable detail regarding the preparation of the relevant amended Section 381 Attribute Schedule and an Advisory Firm Letter supporting such amended Section 381 Attribute Schedule and (y) allow the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, reasonable access to the appropriate representatives at the Corporation, JGWPT LLC and the Advisory Firm in connection with its review of such schedule.  Each amended Section 381 Attribute Schedule shall become final and binding on the parties unless the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, within 30 calendar days after receiving such amended Section 381 Attribute Schedule, provides the Corporation with notice of a material objection to such amended Section 381 Attribute Schedule made in good faith and in reasonable detail.  If the Corporation and the JGW Holdings Shareholder, or the Corporation and the PGHI Shareholders, in each case, negotiating in good faith, are unable to

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successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to the Corporation, the Corporation and the JGW Holdings Shareholder, or the Corporation and the PGHI Shareholders, as the case may be, shall employ the Reconciliation Procedures.

Section 2.3Tax Benefit Schedule.

(a)Generally.  Within 90 calendar days after filing its U.S. federal income Tax Return for any Taxable Year in which there is a Realized Tax Benefit or a Realized Tax Detriment, including for this purpose where a Realized Tax Benefit or Realized Tax Detriment is deemed to equal zero pursuant to the proviso in the definition thereof, the Corporation shall provide (i) to each Principal a schedule showing, in reasonable detail, the calculation of the Corporation’s Realized Tax Benefit or Realized Tax Detriment for such Taxable Year, such Principal’s Member Realized Tax Benefit Amount and the applicable Principal Allocable Share, (ii) to the JGW Holdings Shareholder, in the event that the JGW Merger occurred in such year or a prior Taxable Year,  the JGW Holdings Shareholder Realized Tax Benefit Amount and the JGW Holdings Shareholder Allocable Share and (iii) to the PGHI Shareholders, in the event that the PGHI Merger occurred in such year or a prior Taxable Year, the PGHI Shareholders Realized Tax Benefit Amount and the PGHI Shareholders Allocable Share (the “Tax Benefit Schedule”).  At the time the Corporation delivers the Tax Benefit Schedule to a Principal, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, it shall (i) deliver to such Principal, the JGW Holdings Shareholder or the PGHI Shareholders schedules and work papers providing reasonable detail regarding the preparation of the Tax Benefit Schedule and an Advisory Firm Letter supporting such Tax Benefit Schedule and (ii) allow such Principal, the JGW Holdings Shareholder or PGHI Shareholders reasonable access to the appropriate representatives at the Corporation, JGWPT LLC and the Advisory Firm in connection with its review of such schedules.  The Tax Benefit Schedule shall become final and binding on the parties unless any Principal, the JGW Holdings Shareholder or the PGHI Shareholders, within 30 calendar days after receiving such Tax Benefit Schedule, provides the Corporation with notice of a material objection to such Tax Benefit Schedule made in good faith and in reasonable detail.  If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 60 calendar days after receipt thereof by the Corporation, the Corporation, the Principals, the JGW Holdings Shareholder and the PGHI Shareholders shall employ the Reconciliation Procedures.

(b)Amendments to Tax Benefit Schedule.  A Tax Benefit Schedule for any Taxable Year may be amended from time to time by the Corporation (i) in connection with a Determination affecting such Tax Benefit Schedule, (ii) to correct inaccuracies in the original Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Tax Benefit Schedule was provided to the Principals, the JGW Holdings Shareholder or the PGHI Shareholders, (iii) to reflect a change in the Realized Tax Benefit, Realized Tax Detriment, a Member Realized Tax Benefit Amount, a Principal Allocable Share, the JGW Holdings Allocable Share or the PGHI Shareholders Allocable Share for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended tax return filed for such Taxable Year (provided, however, that such a change attributable to an audit of a Tax Return by an

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applicable Taxing Authority shall not be taken into account on an Amended Tax Benefit Schedule unless and until there has been a Determination with respect to such change) or (v) to comply with the expert’s determination under the Reconciliation Procedures.  At the time the Corporation delivers such an amended Tax Benefit Schedule pursuant to this subsection (b) (an “Amended Tax Benefit Schedule”) to a Principal, the JGW Holdings Shareholder or the PGHI Shareholders it shall (x) deliver to such Principal, the JGW Holdings Shareholder or the PGHI Shareholders schedules and work papers providing reasonable detail regarding the preparation of the Amended Tax Benefit Schedule and an Advisory Firm Letter supporting such Amended Tax Benefit Schedule and (y) allow such Principal, the JGW Holdings Shareholder or the PGHI Shareholders reasonable access to the appropriate representatives at the Corporation, JGWPT LLC and the Advisory Firm in connection with its review of such schedule.  Such Amended Tax Benefit Schedule shall become final and binding on the parties unless any Principal, the JGW Holdings Shareholder or the PGHI Shareholders, within 30 calendar days after receiving such Amended Tax Benefit Schedule, provides the Corporation with notice of a material objection to such Amended Tax Benefit Schedule made in good faith and in reasonable detail.  If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to the Corporation, the Corporation, the Principals, the JGW Holdings Shareholder and the PGHI Shareholders shall employ the Reconciliation Procedures.

(c)Applicable Principles.  The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual Covered Tax liability of the Corporation for such Taxable Year attributable to the Basis Adjustment, Imputed Interest, the Section 381 Attributes and the PGHI Section 381 Attributes, determined using a “with and without” methodology.  For the avoidance of doubt, the actual Covered Tax liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest under the Code based upon the characterization of the Tax Benefit Payment as additional consideration payable by the Corporation for the Interests acquired in an Exchange, or the assets acquired pursuant to either of the JGW Holdings Merger or the PGHI Merger, as the case may be.  Carryovers or carrybacks of any Covered Tax item attributable to the Basis Adjustment, Imputed Interest, the Section 381 Attributes or the PGHI Section 381 Attributes (determined using such “with and without” methodology) shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, order of use, limitation and expiration of carryovers or carrybacks of the relevant type.  If a carryover or carryback of any Covered Tax item includes a portion that is attributable to the Basis Adjustment, Imputed Interest, the Section 381 Attributes or the PGHI Section 381 Attributes and another portion that is not, such portions shall be considered to be used in the order determined using such “with and without” methodology.  The parties agree that all Tax Benefit Payments (other than to the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be) (i) will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation, (ii) will have the effect of creating additional Basis Adjustments for the Corporation in the year of payment, and (iii) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate, with any circularity created in the current year continuing until any incremental current year benefits equal an immaterial amount.

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(d)At the time of any Exchange, the Member Representative shall conclude whether the aggregate value of the Tax Benefit Payments can be ascertained with any reasonable certainty for U.S. federal income tax purposes.  Unless there is a Determination to the contrary, the Corporation and the Principals, the JGW Holdings Shareholder, or the PGHI Shareholders, as the case may be, on their own behalf and on behalf of each of their Affiliates, agree to report and cause to be reported for all U.S. purposes, including for purposes of all Covered Taxes and U.S. financial reporting purposes, all payments made under this Agreement in a manner consistent with such conclusion.

ARTICLE III
TAX BENEFIT PAYMENTS

Section 3.1Payments.

(a)Within five calendar days of the delivery of the Tax Benefit Schedule to the Principals, the JGW Holdings Shareholder or the PGHI Shareholders for any Taxable Year, and, if applicable, within five calendar days of the final determination of the Tax Benefit Schedule pursuant to the procedures set forth in Section 2.3(a), the Corporation shall pay (i) to each Principal, an amount equal to such Principal’s Principal Allocable Share of the Tax Benefit Payment for such Taxable Year, (ii) to the JGW Holdings Shareholder, an amount equal to the JGW Holdings Allocable Share of the Tax Benefit Payment for such Taxable Year and (iii) to the PGHI Shareholders, an amount equal to the PGHI Allocable Share of the Tax Benefit Payment for such Taxable Year.  Each Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank account of the Principal, the JGW Holdings Shareholder or the PGHI Shareholders previously designated to the Corporation by such person, and none of the Principals, the JGW Holdings Shareholder or the PGHI Shareholders shall be required to return any portion of any previously made Tax Benefit Payment.  For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including, without limitation, estimated federal income tax payments.  Notwithstanding the foregoing, for each Taxable Year ending on or after the date of a Change of Control, if the Corporation has not elected to terminate this Agreement pursuant to Sections 4.1 or 4.2, then all Tax Benefit Payments, whether paid with respect to Interests that were exchanged (y) prior to the date of such Change of Control or (z) on or after the date of such Change of Control, shall be calculated by utilizing Valuation Assumptions (1), (5) and (6), substituting in each case the terms “the date of a Change of Control” for an “Early Termination Date”.

(b)A “Tax Benefit Payment” shall equal 85% of the Corporation’s Realized Tax Benefit, if any, for such Taxable Year,

increased by:

(i)interest calculated at the Agreed Rate from the due date (without extensions) for filing the relevant Tax Return for such Taxable Year); and

(ii)85% of the amount of the excess, if any, of the Realized Tax Benefit reflected on an Amended Tax Benefit Schedule for a

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previous Taxable Year over the Realized Tax Benefit (or Realized Tax Detriment) reflected on the Tax Benefit Schedule for such previous Taxable Year, and

decreased by:

(iii)an amount equal to 85% of the Corporation’s Realized Tax Detriment (if any) for any previous Taxable Year; and

(iv)85% of the amount of the excess, if any, of the Realized Tax Benefit reflected on the Tax Benefit Schedule for a previous Taxable Year over the Realized Tax Benefit (or Realized Tax Detriment) reflected on the Amended Tax Benefit Schedule for such previous Taxable Year;

provided, however, that the amounts described in clauses (ii), (iii) and (iv) shall not be taken into account in determining a Tax Benefit Payment attributable to any Taxable Year to the extent of such amounts were taken into account in determining any Tax Benefit Payment in a preceding Taxable Year.

Section 3.2No Duplicative Payment.  No duplicative payment of any amount (including interest) will be required under this Agreement.

Section 3.3Pro Rata Payments. If for any reason the Corporation does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporation, the Principals, the JGW Holdings Shareholder and the PGHI Shareholders agree that no Tax Benefit Payment shall be made in respect of any subsequent Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years have been made in full.

ARTICLE IV
TERMINATION

Section 4.1Early Termination.  Within 30 days of a Change of Control, the Corporation may terminate this Agreement effective as of the Early Termination Date by paying to each Principal such Principal’s Early Termination Payment, to the JGW Holdings Shareholder, its Early Termination payment, and to the PGHI Shareholders, their Early Termination payment, each as provided in Section 4.3 below.  Upon payment of the Early Termination Payment by the Corporation, the Corporation shall have no further payment obligations under this Agreement, other than for any (i) Tax Benefit Payment agreed to by the Corporation and a Principal, the JGW Holdings Shareholder, or the PGHI Shareholders, as the case may be, as due and payable but unpaid as of the Early Termination Date and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the Early Termination Date (except to the extent that the amount described in clause (i) or (ii) is included in the Early Termination Payment).

Section 4.2Early Termination Notice.  To exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Principals and, in the event the JGW Holdings Merger and/or the PGHI Merger has been effected, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, a notice (the “Early Termination Notice”) specifying the Corporation’s intention to exercise its right of termination and showing in

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reasonable detail the calculation of each Principal’s Early Termination Payment, the JGW Holdings Shareholder’s Early Termination Payment and the PGHI Shareholders Early Termination Payment.  At the time the Corporation delivers the Early Termination Notice to the Principals, the Corporation shall (i) deliver to (x) each Principal schedules and work papers providing reasonable detail regarding the calculation of such Principal’s Early Termination Payment,  (y) the JGW Holdings Shareholder, schedules and work papers providing reasonable detail regarding the calculation of such JGW Holdings Shareholder’s Early Termination Payment, and (z) the PGHI Shareholders, schedules and work papers providing reasonable detail regarding the calculation of such PGHI Shareholders’ Early Termination Payment, in each case,  in a manner consistent with the definition of such term and an Advisory Firm Letter supporting such calculation and (ii) allow a Principal, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be,  reasonable access to the appropriate representatives at the Corporation, JGWPT LLC and the Advisory Firm in connection with its review of such calculation.  The calculation contained in such Early Termination Notice shall become final and binding on the parties unless any Principal, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, within 30 calendar days after receiving such calculation, provides the Corporation with notice of a material objection to such calculation made in good faith and in reasonable detail.  If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such calculation within 30 calendar days after such notice of material objection, the Corporation, and the Principals, the JGW Holdings Shareholder and/or the PGHI Shareholders shall employ the Reconciliation Procedures.

Section 4.3Payment upon Early Termination.  Within 45 calendar days after the delivery to the Principals and, in the event either or both of the JGW Holdings Merger or the PGHI Merger has been effected, the JGW Holdings Shareholder and/or the PGHI Shareholders, as the case may be, of the Early Termination Notice or 10 days after any amendment to the Early Termination Notice (whether pursuant to a notice of material objection, the Reconciliation Procedures or otherwise), the Corporation shall pay to each Principal, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, an amount equal to such Principal’s or such shareholders’ Early Termination Payment.  Such payment shall be made by wire transfer of immediately available funds to a bank account designated by such Principal, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be.

Section 4.4Breach of Agreement.  In the event of a Material Breach, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Material Breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such Material Breach, (2) any Tax Benefit Payment agreed to by the Corporation and any Principal, the JGW Holdings Shareholder and/or the PGHI Shareholders, as the case may be, as due and payable but unpaid as of the date of such Material Breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of such Material Breach. Notwithstanding the foregoing, in the event of a Material Breach, any Principal, the JGW Holdings Shareholder and/or the PGHI Shareholders, as the case may be, shall be entitled to elect to accelerate all obligations due to it hereunder as set forth in (1), (2) and (3), above or to seek specific performance of the terms hereof.

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ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.1Subordination.  Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made under this Agreement shall rank subordinate and junior in right of payment to any Senior Obligations and shall rank pari passu with all current or future unsecured obligations of the Corporation that are not Senior Obligations.

Section 5.2Late Payments by the Corporation.  The amount of all or any portion of a payment not made to any Principal when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Agreed Rate and commencing from the date on which such payment was due and payable.

ARTICLE VI

ELECTION; NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1Election to be Filed.  As managing member of JGWPT LLC, the Corporation shall cause JGWPT LLC and each direct or indirect subsidiary (owned through a chain of pass-through entities) of JGWPT LLC that is a partnership for U.S. federal income tax purposes to file an election under Section 754 of the Code effective for such entity’s Taxable Year in which the consummation of the Initial Public Offering occurs (or, if such entity is formed or acquired after such Taxable Year, for the Taxable Year of such formation or acquisition), and shall not cause JGWPT LLC to revoke or cause to be revoked such election until this Agreement is no longer in effect.

Section 6.2Participation In the Corporation Tax Matters.  Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all matters concerning Covered Taxes of the Corporation and JGWPT LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Covered Taxes.  Notwithstanding the foregoing, the Corporation shall notify the Principals, and, in the event either or both of the JGW Holdings Merger or the PGHI Merger has been effected, the JGW Holdings Shareholder and/or the PGHI Shareholders, as the case may be, of, and keep them reasonably informed with respect to, and any Principal, the JGW Holdings Shareholder and/or the PGHI Shareholders shall have the right to participate in and monitor (but, for the avoidance of doubt, not to control) the portion of any audit of the Corporation by a Taxing Authority the outcome of which is reasonably expected to affect such Principal’s or shareholder’s rights under this Agreement.  The Corporation shall provide to the Principals, the JGW Holdings Shareholder and/or the PGHI Shareholders reasonable opportunity to provide information and other input to the Corporation and its advisors concerning the conduct of any such portion of such audits.  The Corporation shall not settle or otherwise resolve any audit or other challenge by a Taxing Authority relating to the Basis Adjustment, the Section 381 Attributes, the PGHI Section 381 Attributes or the deduction of Imputed Interest without the consent of each of the Principals, the JGW Holdings Shareholder and the PGHI Shareholders, which consent any such person shall not unreasonably withhold, condition or delay.

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Section 6.3Consistency.  Unless there is a Determination to the contrary or except with the consent of the Corporation and all of the Principals and, in the event that either or both of the JGW Holdings Merger or the PGHI Merger has been effected, the JGW Holdings Shareholder and/or the PGHI Shareholders, as the case may be, the Corporation, the Principals the JGW Holdings Shareholder and/or the PGHI Shareholders, each on their own behalf and on behalf of each of their Affiliates, agree to report and cause to be reported for all U.S. purposes, including for purposes of all Covered Taxes and U.S. financial reporting purposes, all items related to Covered Taxes and this Agreement (including without limitation the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified by the Corporation in any schedule, letter or certificate required to be provided by or on behalf of the Corporation under this Agreement as such schedule, letter or certificate is modified as a result of the negotiation of the parties pursuant to this Agreement or the Reconciliation Procedures.  In the event that an Advisory Firm is replaced by the Corporation with another firm, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or the Corporation and each of the Principals, the JGW Holdings Shareholder and the PGHI Shareholders agree to the use of other procedures and methodologies.

Section 6.4Cooperation.  The Corporation and each Principal and, in the event that either or both of the JGW Holdings Merger and/or the PGHI Merger has been effected, the JGW Holdings Shareholder and/or the PGHI Shareholder, shall (and shall cause its respective Affiliates to) (i) furnish to each other in a timely manner such information, documents and other materials as the other may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (ii) make its employees and representatives available to provide explanations of documents and materials and such other information as may be reasonably requested in connection with any of the matters described in clause (i) above, and (iii) reasonably cooperate in connection with any such matter, and the Corporation shall reimburse each such Principal, the JGW Holdings Shareholder and the PGHI Shareholders for any reasonable third-party costs and expenses incurred pursuant to this Section.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (i) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the sender’s fax machine if sent on a Business Day (or otherwise on the next Business Day) or (ii) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service.  All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

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if to the Corporation, to:

JGWPT Holdings Inc.

201 King of Prussia Road, Suite 501

Radnor, PA 19087

Attention:  Stephen A. Kirkwood, Executive Vice President & General Counsel

Telephone:  (484) 434-2350

Fax:  (855) 285-5089

with copies to:

Skadden, Arps, Slate, Meagher & Flom LLP

920 North King Street

Wilmington, DE 19801

Attn: Steven J. Daniels, Esq.

Telephone: (302) 651-3240

Fax: (302) 552-3240

and

Reed Smith LLP

1650 Market Street, Suite 2500

Philadelphia, Pennsylvania  19103

Attn:  Lori L. Lasher, Esq.

Telephone: (215) 851-8136

Fax: (215) 851-1420

if to any Principal, the JGW Holdings Shareholder, or the PGHI Shareholders, the address of such Principal, such JGW Holdings Shareholder or such PGHI Shareholders set forth from time to time in the books and records of JGWPT LLC.

Any party may change its address or fax number by giving each party written notice of its new address or fax number in the manner set forth above.

Section 7.2Reconciliation.

(a)In the event that the Corporation and the Principals or, in the event either or both of the JGW Holdings Merger or the PGHI Merger has been effected,  the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, are unable to resolve a disagreement within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporation, any Principal, the JGW Holdings Shareholder and/or the PGHI Shareholders or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written

21

notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule, the Section 381 Attribute Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution.  Notwithstanding the foregoing, if the matter is not resolved before any payment that is the subject of a disagreement is due or any Tax Return reflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution.

(b)The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation; except as provided in the next sentence.  The Corporation, the Principals, the JGW Holdings Shareholder and the PGHI Shareholders shall each bear their own costs and expenses of such proceeding, unless any Principal, the JGW Holdings Shareholder or PGHI Shareholders has a prevailing position that is more than 10% of the payment at issue, in which case the Corporation shall reimburse such Principal, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, for any reasonable out-of-pocket costs and expenses in such proceeding.  Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.2 shall be decided by the Expert.  The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.2 shall be binding on the Corporation, the Principals, the JGW Holdings Shareholder and the PGHI Shareholders and may be entered and enforced in any court having jurisdiction.

Section 7.3Withholding.  The Corporation shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law.  To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Principal, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be.  Each party will cooperate to minimize withholding obligations, if any, with respect to payments required hereunder.

Section 7.4Admission of the Corporation into a Consolidated Group; Dispositions of Assets to a Corporation.

(a)If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

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(b)If any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets to a corporation (or a Person classified as a corporation for United States federal income tax purposes) with which such entity does not file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution.  The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset.  For purposes of this Section 7.4, a transfer of a partnership or limited liability company interest shall be treated as a transfer of the transferring partner’s or member’s share of each of the assets and liabilities of that partnership or limited liability company.

Section 7.5Change in Law.  Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a Principal, the JGW Holdings Shareholder or the PGHI Shareholders reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by such Principal or shareholder upon any Exchange by such Principal or shareholder to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for United States federal income tax purposes or would have other material adverse tax consequences to such Principal or shareholder (a “Change in Tax Law”), then at the election of such Principal or shareholder and to the extent specified by such Principal or shareholder, this Agreement (i) shall cease to have further effect with respect to such Principal or shareholder, (ii) shall not apply to an Exchange by such Principal or shareholder occurring after a date specified by such Principal or shareholder, or (iii) shall otherwise be amended in a manner determined by such Principal or shareholder provided that such amendment shall not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment.

Section 7.6Submission to Jurisdiction; Waivers.  Any Proceeding must be brought against any of the parties in the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction, in another court of the State of Delaware, County of New Castle, or in the United States District Court for the District of Delaware, and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.  Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.  Each party to this Agreement irrevocably (i) waives any objection which such party may have at any time to the laying of venue of any Proceeding brought in any such court, waives any claim that such Proceeding has been brought in an inconvenient forum and further waives the right to object, with respect to such Proceeding, that such court does not have jurisdiction over such party; and (ii) waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Proceeding.

Section 7.7Amendments.  No amendment to this Agreement shall be effective unless it is (i) in writing, and (ii) signed by the Corporation and each Principal, JGW Holdings Shareholder and PGHI Shareholders affected by such amendment.

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Section 7.8Entire Agreement; No Third Party Beneficiaries.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.  This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.9JGW Holdings Shareholder Representative.  In the event that the JGW Holdings Shareholder elects to distribute the Class A Shares received pursuant to the JGW Holdings Merger to the limited partners of the JGW Holdings Shareholder, then actions required to be taken by the JGW Shareholder pursuant to this Agreement and rights capable of being exercised by the JGW Holdings Shareholder pursuant to this Agreement, from and after such assignment, shall be exercisable by the JGW Holdings Shareholder Representative on behalf of such limited partners, as and to the extent such JGW Holdings Shareholder Representative has been appointed by such limited partners.

Section 7.10PGHI Shareholders’ Representative.  At any time and from time to time, the PGHI Shareholders may elect a PGHI Shareholders’ Representative, and, upon written notice to the Corporation and the other Principals of such election and the name of the PGHI Shareholders’ Representative, then actions required to be taken by the PGHI Shareholders pursuant to this Agreement and rights capable of being exercised by the PGHI Shareholders pursuant to this Agreement, shall be exercisable by the PGHI Shareholders’ Representative on behalf of the PGHI Shareholders, as and to the extent such PGHI Shareholders’ Representative has been appointed by the PGHI Shareholders.

Section 7.11Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.12Successors’ Assignment.

(a)No Principal may assign this Agreement to any person without the prior written consent of the Corporation and each Principal; provided, however, that

(i) to the extent Interests are effectively transferred in accordance with the terms of the LLC Agreement and any other agreements the Principals may have entered into with respect thereto, the transferring Principal may assign to the transferee of such Interests the transferring Principal’s rights under this Agreement with respect to such transferred Interests, as long as such transferee has executed and delivered, or, in connection with such transfer,

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executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation and each Principal, agreeing to become a “Principal” for all purposes of this Agreement, except as otherwise provided in such joinder,

(ii)to the extent that a Principal assigns its rights under this Agreement pursuant to clause (i) with respect to a transfer to Interests, such Principal shall also assign a proportionate percentage of its rights under this Agreement with respect to Exchanges by Other Members, and Appendix A shall be amended accordingly;

(iii)once an Exchange has occurred, any and all payments that may become payable to a Principal pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation and each Principal, and

(iv)a Principal may pledge some or all of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness.

(b)Similar provisions to subsection (a) above shall apply to the Corporation and the JGW Holdings Shareholder, in the event that the JGW Holdings Merger has been effected.  Further, similar provisions to subsection (a) above shall apply to the Corporation and the PGHI Shareholders, in the event that the PGHI Merger has been effected.

(c)The Corporation may not assign any of its rights, interests or entitlements under this Agreement without the consent of each Principal, not to be unreasonably withheld or delayed.

(d)Subject to subsections (a) , (b) and (c), this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of the Corporation.

Section 7.13Remedies; Specific Performance.  The parties hereto acknowledge that money damages would not be an adequate remedy at Law if any party fails to perform in any material respect any of its obligations hereunder and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to seek to compel specific performance of the obligations of any other party under this Agreement, without the posting of any bond, in accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at Law.  No remedy shall be exclusive of any other remedy, and all available remedies shall be cumulative.

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Section 7.14Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Section 7.15Titles and Subtitles.  The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.16Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to applicable principles of conflict of laws.

[Signature page follows.]

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IN WITNESS WHEREOF, the Corporation and each Principal have duly executed this Agreement as of the date first written above.

JGWPT HOLDINGS INC.
By:	/s/ Randi K. Sellari
	Name: Randi K. Sellari
	Title:   President
JLL JGW DISTRIBUTION, LLC
By:	/s/ Paul S. Levy
	Name: Paul S. Levy
	Title:   Authorized Person
JGW HOLDCO, LLC
By:	/s/ David Miller
	Name: David Miller
	Title:   Chief Executive Officer
JLL FUND V AIF II, L.P.
By:	JLL ASSOCIATES V, L.P.
Its:	General Partner
By:	JLL ASSOCIATES G.P. V, L.L.C.
Its:	General Partner
By:	/s/ Paul S. Levy
	Name: Paul S. Levy
	Title:   Managing Member
PGHI CORP.
By:	/s/ James D. Terlizzi
	Name: James D. Terlizzi
	Title:   Chief Executive Officer

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CANDLEWOOD SPECIAL SITUATIONS FUND L.P.
By: Candlewood Investment Group as investment manager
By:	/s/ Michael Lau
	Name: Michael Lau
	Title:   Authorized Signatory
R3 CAPITAL PARTNERS MASTER, L.P.
By: BlackRock Financial Management, LLC, its Investment Manager
By:	/s/ C. Adrian Marshall
	Name: C. Adrian Marshall
	Title:   Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC
By: RBS Securities Inc., its agent
By:	/s/ Jon Weiss
	Name: Jon Weiss
	Title:    Managing Directos
DLJ MERCHANT BANKING FUNDING, INC.
By:	/s/ Kenneth J. Lohsen
	Name: Kenneth J. Lohsen
	Title:   Authorized Officer
/s/ David Miller
David Miller
/s/ Randi Sellari
Randi Sellari
/s/ Stefano Sola
Stefano Sola

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APPENDIX A

RESIDUAL SHARING PERCENTAGE

Principal	Percentage
JLL JGW Distribution, LLC	5.819	%
JGW Holdco, LLC	51.720	%
Candlewood Special Situations Fund L.P.	4.876	%
R3 Capital Partners Master, L.P.	1.320	%
The Royal Bank of Scotland PLC	2.935	%
DLJ Merchant Banking Funding, Inc.	1.997	%
David Miller	1.858	%
Randi Sellari	1.601	%
Stefano Sola	1.023	%
PGHI	26.849	%
	100	%

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, David Miller, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of JGWPT Holdings Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: December 23, 2013
	/s/ David Miller
	David Miller
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, John Schwab, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of JGWPT Holdings Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: December 23, 2013
	/s/ John Schwab
	John Schwab
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, David Miller, Chief Executive Officer of JGWPT Holdings Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 23, 2013	/s/ David Miller
	David Miller
	Chief Executive Officer
	(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

I, John Schwab, Chief Financial Officer of JGWPT Holdings Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 23, 2013	/s/ John Schwab
	John Schwab
	Chief Financial Officer
	(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.