SC 13D

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 

(Amendment No. ___)*

JGWPT HOLDINGS INC.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

46617M 109

(CUSIP Number)

JLL JGW Distribution, LLC
450 Lexington Avenue, 31st Floor
New York, New York 10017
Attention: Paul S. Levy
(212) 286-8600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

 Steven J. Daniels, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
920 N. King Street
Wilmington, Delaware 19801
(302) 651-3000

November 8, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(c), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  46617M 109
1	Name of Reporting Persons JLL JGW Distribution, LLC
2	Check The Appropriate Box if a Member of a Group
	(See Instructions)			(a) o
				(b) o
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
6	Citizenship or Place of Organization  Delaware
Number of  Shares  Beneficially  Owned by  Each  Reporting  Person  With		7	Sole Voting Power  None
		8	Shared Voting Power  1,500,000
		9	Sole Dispositive Power  None
		10	Shared Dispositive Power  1,500,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,500,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13	Percent of Class Represented by Amount in Row (11)  15.4%
14	Type of Reporting Person (See Instructions)  OO

CUSIP No.  46617M 109
1	Name of Reporting Persons JGW Holdco, LLC
2	Check The Appropriate Box if a Member of a Group
	(See Instructions)			(a) o
				(b) o
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
6	Citizenship or Place of Organization  Delaware
Number of  Shares  Beneficially  Owned by  Each  Reporting  Person  With		7	Sole Voting Power  None
		8	Shared Voting Power  None
		9	Sole Dispositive Power  None
		10	Shared Dispositive Power  None
11	Aggregate Amount Beneficially Owned by Each Reporting Person  None
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13	Percent of Class Represented by Amount in Row (11)  None
14	Type of Reporting Person (See Instructions)  OO

CUSIP No.  46617M 109
1	Name of Reporting Persons JGW Holdings, Inc.
2	Check The Appropriate Box if a Member of a Group
	(See Instructions)			(a) o
				(b) o
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
6	Citizenship or Place of Organization  Delaware
Number of  Shares  Beneficially  Owned by  Each  Reporting  Person  With		7	Sole Voting Power  None
		8	Shared Voting Power  1,500,000
		9	Sole Dispositive Power  None
		10	Shared Dispositive Power  1,500,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,500,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13	Percent of Class Represented by Amount in Row (11)  15.4%
14	Type of Reporting Person (See Instructions)  CO

CUSIP No.  46617M 109
1	Name of Reporting Persons JLL Fund V AIF I, LP
2	Check The Appropriate Box if a Member of a Group
	(See Instructions)			(a) o
				(b) o
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
6	Citizenship or Place of Organization  Delaware
Number of  Shares  Beneficially  Owned by  Each  Reporting  Person  With		7	Sole Voting Power  None
		8	Shared Voting Power  1,500,000
		9	Sole Dispositive Power  None
		10	Shared Dispositive Power  1,500,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,500,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13	Percent of Class Represented by Amount in Row (11)  15.4%
14	Type of Reporting Person (See Instructions)  PN

CUSIP No.  46617M 109
1	Name of Reporting Persons JLL Fund V AIF II, LP
2	Check The Appropriate Box if a Member of a Group
	(See Instructions)			(a) o
				(b) o
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
6	Citizenship or Place of Organization  Delaware
Number of  Shares  Beneficially  Owned by  Each  Reporting  Person  With		7	Sole Voting Power  None
		8	Shared Voting Power  1,500,000
		9	Sole Dispositive Power  None
		10	Shared Dispositive Power  1,500,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,500,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13	Percent of Class Represented by Amount in Row (11)  15.4%
14	Type of Reporting Person (See Instructions)  PN

CUSIP No.  46617M 109
1	Name of Reporting Persons JLL Associates V, L.P.
2	Check The Appropriate Box if a Member of a Group
	(See Instructions)			(a) o
				(b) o
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
6	Citizenship or Place of Organization  Delaware
Number of  Shares  Beneficially  Owned by  Each  Reporting  Person  With		7	Sole Voting Power  None
		8	Shared Voting Power  1,500,000
		9	Sole Dispositive Power  None
		10	Shared Dispositive Power  1,500,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,500,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13	Percent of Class Represented by Amount in Row (11)  15.4%
14	Type of Reporting Person (See Instructions)  PN

CUSIP No.  46617M 109
1	Name of Reporting Persons JLL Associates G.P. V, L.L.C.
2	Check The Appropriate Box if a Member of a Group
	(See Instructions)			(a) o
				(b) o
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
6	Citizenship or Place of Organization  Delaware
Number of  Shares  Beneficially  Owned by  Each  Reporting  Person  With		7	Sole Voting Power  None
		8	Shared Voting Power  1,500,000
		9	Sole Dispositive Power  None
		10	Shared Dispositive Power  1,500,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,500,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13	Percent of Class Represented by Amount in Row (11)  15.4%
14	Type of Reporting Person (See Instructions)  OO

CUSIP No.  46617M 109
1	Name of Reporting Persons Paul S. Levy
2	Check The Appropriate Box if a Member of a Group
	(See Instructions)			(a) o
				(b) o
3	SEC Use Only
4	Source of Funds (See Instructions)  OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
6	Citizenship or Place of Organization  United States of America
Number of  Shares  Beneficially  Owned by  Each  Reporting  Person  With		7	Sole Voting Power  None
		8	Shared Voting Power  1,500,000
		9	Sole Dispositive Power  None
		10	Shared Dispositive Power  1,500,000
11	Aggregate Amount Beneficially Owned by Each Reporting Person  1,500,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13	Percent of Class Represented by Amount in Row (11)  15.4%
14	Type of Reporting Person (See Instructions)  IN

Explanatory Note

On November 14, 2014, JGWPT Holdings Inc., a Delaware corporation (the “Issuer”), completed its initial public offering (the “Initial Public Offering”) of 9,750,000 shares of its Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”). The Issuer used the net proceeds of the Initial Public Offering to purchase common membership interests (“Common Interests”) in JGWPT Holdings, LLC, a Delaware limited liability company (“JGWPT Holdings, LLC”) of which the Issuer is the managing member. JGWPT Holdings, LLC is the sole member of J.G. Wentworth, LLC, a Delaware limited liability company (“J.G. Wentworth, LLC”), which is the holding company for the operating subsidiaries of the businesses of the Issuer. Upon completion of the Initial Public Offering, the Issuer acquired 9,750,000 Common Interests, representing an approximately 34.7% economic interest in JGWPT Holdings, LLC.

Item 1. Security and Issuer

This Schedule 13D relates to the Class A Common Stock of the Issuer. The principal executive offices of the Issuer are located at 201 King of Prussia Road, Suite 501, Radnor, Pennsylvania 19087-5148.

Item 2. Identity and Background

This Schedule 13D is filed jointly by JLL JGW Distribution, LLC, a Delaware limited liability company (“JLL JGW Distribution”); JGW Holdco, LLC, a Delaware limited liability company (“JGW Holdco, LLC”) and a subsidiary of JLL JGW Distribution, the managing member of which is J.G. Wentworth, Inc., a Delaware corporation controlled by JLL JGW Distribution; JGW Holdings, Inc., a Delaware corporation (“JGW Holdings, Inc.”) and a member of JLL JGW Distribution; JLL Fund V AIF I, L.P., a Delaware limited partnership (“AIF I”) and a member of JLL JGW Distribution; JLL Fund V AIF II, L.P., a Delaware limited partnership (“AIF II”) and the sole stockholder of JGW Holdings, Inc.; JLL Associates V, L.P., a Delaware limited partnership (“JLL Associates IV”) and the general partner of AIF I and AIF II, JLL Associates G.P. V, L.L.C., a Delaware limited liability company (“JLL Associates G.P.”) and the general partner of JLL Associates V, and Paul S. Levy, the Special Manager of JLL JGW Distribution, the sole officer and director of JGW Holdings, Inc., and the sole member of JLL Associates G.P. (each, a “Reporting Person” and, collectively, the “Reporting Persons”). A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1. The principal business address of each of the Reporting Persons is 450 Lexington Avenue, 31st Floor, New York, New York 10017.

The principal business of each of JLL JGW Distribution and JGW Holdco, LLC is to invest, directly or indirectly, in J.G. Wentworth, LLC. The principal business of each of JGW Holdings, Inc. and AIF I is to serve as a member of JLL JGW Distribution. The principal business of AIF II is to serve as the sole stockholder of JGW Holdings, Inc. The principal business of JLL Associates V is to act as the general partner of AIF I and AIF II and to engage in such other activities as its general partner deems necessary and advisable. The principal business of JLL Associates G.P. is to act as the general partner of JLL Associates V and to engage in such other activities as its sole member deems necessary and advisable. The principal business of Mr. Levy is to act as the managing member of JLL Associates G.P. and to serve in similar capacities with its affiliates. Mr. Levy is a citizen of the United States of America.

During the past five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding a violation in respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On November 8, 2013, JLL JGW Distribution purchased an aggregate of 1,500,000 shares of Class A Common Stock (the “IPO Shares”) in the Initial Public Offering at a price of $13.125 per share, which is equivalent to the price of the Class A Common Stock sold in the Initial Public Offering, less the underwriting discount. The aggregate amount of funds JLL JGW Distribution used to acquire the IPO Shares was $19,687,500.00. JLL JGW Distribution obtained the funds used to acquire the IPO Shares from capital contributions from the partners of AIF I and AIF II. As of the date of this Schedule 13D, JLL JGW Distribution is the record owner of 1,500,000 shares of the Issuer’s Class A Common Stock.

Item 4. Purpose of Transaction

JLL JGW Distribution acquired the IPO Shares because it believes the Issuer represents an attractive investment based on the Issuer’s business prospects and strategy. JLL JGW Distribution holds, and the Reporting Persons (other than JGW Holdco, LLC) may be deemed to beneficially own, the Issuer’s Class A Common Stock as an investment. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Class A Common Stock and other securities of the Issuer; the Issuer’s financial position, operations, liquidity, assets, prospects, strategic direction and business, and other developments affecting the Issuer and its subsidiaries; the Issuer’s management and Board of Directors; conditions in the securities and financial markets, tax considerations, general market, economic, and industry conditions, other investment and business opportunities available to the Reporting Persons, and other factors considered relevant. The Reporting Persons may from time to time take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, (i) acquiring additional shares of Class A Common Stock or other securities of the Issuer or disposing of some or all of their shares of Class A Common Stock or other securities of the Issuer or engaging in discussions with the Issuer and its subsidiaries concerning future transactions with the Issuer and its subsidiaries, including, without limitation, extraordinary corporate transactions, and acquisitions or dispositions of shares of capital stock or other securities of the Issuer or any subsidiary thereof; (ii) changing their current intentions with respect to any or all matters referred to in this Schedule 13D; (iii) engaging in hedging, derivative, or similar transactions with respect to any securities of the Issuer; and (iv) causing any distribution in kind to their respective stockholders, partners, or members, as the case may be, of shares of Class A Common Stock or other securities owned by them. Any acquisition or disposition of the Issuer’s securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, direct acquisitions from or dispositions to the Company or a subsidiary thereof, or otherwise. The timing and amount of any such transactions will depend on market conditions, business conditions affecting the Issuer, and other factors.

As part of each of the Reporting Persons’ continuing evaluation of, and preservation of the value of, their investment in the Class A Common Stock or other securities of the Issuer, the Reporting Persons may from time to time engage in discussions with, respond to inquiries from, or make proposals to various persons, including, without limitation, the Issuer’s management and Board of Directors, existing or potential strategic partners of the Issuer, other stockholders, industry analysts, and others concerning the Issuer and the Reporting Persons’ investment in the Class A Common Stock or other securities of the Issuer, including, without limitation, the business, operations, prospects, governance, management, strategy, and the future plans of the Company.

(a) Pursuant to the terms and provisions of the Amended and Restated Limited Liability Company Agreement, dated as of November 13, 2013, of JGWPT Holdings, LLC, a copy of which is attached hereto as Exhibit 2 and incorporated by reference herein (the “JGWPT Operating Agreement”), each Common Interest held by JLL JGW Distribution and JGW Holdco, LLC may be exchanged for (i) one share of Class A Common Stock or (ii) at the option of JGWPT Holdings, LLC cash equal to the market value of one of Class A Common Stock, at any time and from time to time after May 7, 2014, which is the expiration of the period of 180 days specified in the lock-up agreement entered into by the underwriters of the Initial Public Offering and each of JLL JGW Distribution and JGW Holdco, LLC, subject, in addition, to applicable rules and restrictions imposed by the Issuer. Except as described in this Schedule 13D, as of the date of this Schedule 13D, there are no current plans or proposals of the Reporting Persons that relate to or would result in the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; provided, however, that each of the Reporting Persons reserves the right to (i) acquire or dispose of securities of the Issuer in the future and (ii) develop such plans or proposals in the future, in each case, to the extent that such Reporting Person deems any such acquisition, disposition, plan, or proposal to be appropriate.

(b) – (j) Except as set forth in this Schedule 13D, the Reporting Persons do not have any current plan or proposal that relates to or would result in any of the matters set forth in subparagraphs (b) through (j) of this Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer¹

(a) (i) JLL JGW Distribution is the direct record and beneficial owner of 1,500,000 shares of Class A Common Stock of the Issuer, which represents approximately 15.4% of the outstanding shares of the Issuer’s Class A Common Stock. JLL JGW Distribution in addition is the direct record and beneficial owner of 945,151 Common Interests of JGWPT Holdings, LLC, which may be exchanged, pursuant to the JGWPT Operating Agreement and subject to applicable rules and restrictions imposed by the Issuer, on a one-for-one basis for shares of Class A Common Stock at any time after May 7, 2014.

(ii) JGW Holdco, LLC does not beneficially own any shares of Class A Common Stock as of the date of this Schedule 13D. However, JGW Holdco, LLC is the direct record and beneficial owner of 8,400,024 Common Interests of JGWPT Holdings, LLC, which may be exchanged, pursuant to the JGWPT Operating Agreement and subject to applicable rules and restrictions imposed by the Issuer, on a one-for-one basis for shares of Class A Common Stock at any time after May 7, 2014.

JLL JGW Distribution and JGW Holdco, LLC, in addition, each hold a number of shares of Class B Common Stock, par value $0.00001 per share, of the Issuer (“Class B Common Stock”) equal to the number of Common Interests held by them, respectively. As a result, JLL JGW Distribution and JGW Holdco, LLC together hold shares of Class B Common Stock representing 62.4% of the voting power and 0% of the economic interest of the Issuer. The IPO Shares represent an additional 5.3% economic and 1.0% voting interest in the Issuer.

(iii) By virtue of its position as a member of JLL JGW Distribution, JGW Holdings, Inc. may be deemed to be the beneficial owner of the shares of Class A Common Stock of the Issuer beneficially owned by JLL JGW Distribution, which, as of the date of this Schedule 13D, consist of 1,500,000 shares of Class A Common Stock, representing approximately 15.4% of the outstanding shares of the Issuer’s Class A Common Stock.

¹ Calculation of beneficial ownership is based on 9,750,000 shares of the Issuer’s Class A Common Stock outstanding as of November 8, 2013, as reported in the Issuer’s prospectus, dated November 8, 2013, that was filed with the United States Securities and Exchange Commission on November 13, 2013, and includes the 1,500,000 shares of Class A Common Stock purchased by JLL JGW Distribution in the Initial Public Offering.

(iv) By virtue of its position as a member of JLL JGW Distribution, AIF I may be deemed to be the beneficial owner of the shares of Class A Common Stock of the Issuer beneficially owned by JLL JGW Distribution, which, as of the date of this Schedule 13D, consist of 1,500,000 shares of Class A Common Stock, representing approximately 15.4% of the outstanding shares of the Issuer’s Class A Common Stock.

(v) By virtue of its position as the sole stockholder of JGW Holdings, Inc., AIF II may be deemed to be the beneficial owner of the shares of Class A Common Stock of the Issuer beneficially owned by JLL JGW Distribution, which, as of the date of this Schedule 13D, consist of 1,500,000 shares of Class A Common Stock, representing approximately 15.4% of the outstanding shares of the Issuer’s Class A Common Stock.

(vi) By virtue of its position as the general partner of AIF I and AIF II, JLL Associates V may be deemed to be the beneficial owner of the shares of Class A Common Stock of the Issuer beneficially owned by JLL JGW Distribution, which, as of the date of this Schedule 13D, consist of 1,500,000 shares of Class A Common Stock, representing approximately 15.4% of the outstanding shares of the Issuer’s Class A Common Stock.

(vii) By virtue of its position as the general partner of JLL Associates V, JLL Associates G.P. may be deemed to be the beneficial owner of the shares of Class A Common Stock of the Issuer beneficially owned by JLL JGW Distribution, which, as of the date of this Schedule 13D, consist of 1,500,000 shares of Class A Common Stock, representing approximately 15.4% of the outstanding shares of the Issuer’s Class A Common Stock.

(viii) By virtue of his position as the managing member of JLL Associates G.P., Mr. Levy may be deemed to be the beneficial owner of the shares of Class A Common Stock of the Issuer beneficially owned by JLL JGW Distribution, which, as of the date of this Schedule 13D, consist of 1,500,000 shares of Class A Common Stock, representing approximately 15.4% of the outstanding shares of the Issuer’s Class A Common Stock. 

(b) Each of the Reporting Persons, other than JGW Holdco, LLC, shares with JLL JGW Distribution the power to vote or direct the vote of and to dispose or direct the disposition of the shares of the Issuer’s Class A Common Stock beneficially owned by them. Each of the Reporting Persons other than JLL JGW Distribution disclaims beneficial ownership of the shares of Class A Common Stock owned of record by JLL JGW Distribution. Mr. Levy disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(c) The response to Item 3 is incorporated by reference herein.

(d) Except as set forth in this Item 5, no person is known to have the right to receive or to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s Class A Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Pursuant to the JGWPT Operating Agreement, the Issuer serves as the managing member of JGWPT Holdings, LLC. Under the terms of the JGWPT Operating Agreement, at any time the Issuer issues a share of Class A Common Stock for cash, the net proceeds received by the Issuer will be transferred to JGWPT Holdings, LLC, and JGWPT Holdings, LLC will issue to the Issuer one of its Common Interests. Conversely, if the Issuer redeems or repurchases any of shares if Class A Common Stock, JGWPT Holdings, LLC will, immediately prior to such redemption or repurchase, redeem or repurchase an equal number of Common Interests held by the Issuer, upon the same terms and for the same price, as the shares of Class A Common Stock are redeemed or repurchased.

In addition, as referenced in Item 4, subject to the terms and conditions of the JGWPT Operating Agreement, each holder of Common Interests (other than PGHI Corp.) is entitled to exchange Common Interests, together with a corresponding number of shares of Class B Common Stock, for (i) an equal number of shares of Class A Common Stock, or, (ii) at the Issuer’s option cash equal to the fair value of the shares of Class A Common Stock issuable upon exchange. The shares of Class B Common Stock surrendered by the exchanging holder of Common Interests will be redeemed for their $0.00001 value per share and cancelled, and the exchanging holder’s surrendered Common Interests will be cancelled by JGWPT Holdings, LLC.

On November 14, 2013, JLL JGW Distribution and JGW Holdco, LLC entered into a Voting Agreement with PGHI Corp. and certain other stockholders of the Issuer. A copy of the Voting Agreement is attached as Exhibit 3 and incorporated by reference herein. Pursuant to the Voting Agreement, the parties have agreed to vote all of their shares of Class A Common Stock (if any) and Class B Common Stock (if any) in favor of the election to the Issuer’s board of directors of the Issuer’s Chief Executive Officer, four designees of JLL JGW Distribution and JGW Holdco, LLC, and one designee of PGHI Corp. Under the terms of the Voting Agreement, the parties will no longer be obligated to vote in favor of the election of the designee of PGHI Corp. (or its assignee) if PGHI Corp. (together with its then-current stockholders) or its assignee holds in the aggregate fewer than 436,104 Common Interests.

On November 14, 2013, JLL JGW Distribution and JGW Holdco, LLC entered into a Voting Trust Agreement with the Issuer and certain other stockholders of the Issuer. A copy of the Voting Trust Agreement is attached as Exhibit 4 and incorporated by reference herein. Pursuant to the Voting Trust Agreement, employees of the Issuer have deposited their shares of Class B Common Stock into a voting trust and appointed JLL JGW Distribution, JGW Holdco, LLC, David Miller, the Chairman and Chief Executive Officer of the Issuer, and Randi Sellari, the President and Chief Operating Officer of the Issuer, as trustees. Pursuant to the Voting Trust Agreement, all shares of Class B Common Stock subject to the voting trust will be voted proportionately with the shares of Class A Common Stock (if any) and shares of Class B Common Stock (if any) held by JLL JGW Distribution and JGW Holdco, LLC directly or indirectly.

On November 14, 2013, JLL JGW Distribution and JGW Holdco, LLC entered into a Registration Rights Agreement with the Issuer and certain other stockholders of the Issuer. A copy of the Registration Rights Agreement is attached as Exhibit 5 and incorporated by reference herein. Pursuant to the Registration Rights Agreement, the Issuer is required to register the exchange under United States federal securities laws of the Common Interests held by them for shares of Class A Common Stock. The Issuer has agreed, at its expense, upon the expiration or earlier termination (if any) of the lock-up agreement between the underwriters of the Initial Public Offering and each holder of Common Interests (other than holders of a de minimis number of Common Interests) to use its reasonable best efforts to file with the United States Securities and Exchange Commission a shelf registration statement providing for the exchange of the Common Interests for shares of Class A Common Stock and the resale of such shares of Class A Common Stock at any time and from time to time thereafter and to cause and maintain the effectiveness of such shelf registration statement until such time as all Common Interests covered by such shelf registration statement have been exchanged. Further, JLL JGW Distribution, JGW Holdco, LLC, and other significant holders of Common Interests will be entitled to cause the Issuer, at its expense, to register the resale of the shares of Class A Common Stock they receive upon exchange of their Common Interests or upon conversion of their shares of Class C Common Stock, par value, $0.00001 per share, or upon exercise of warrants for shares of Class A Common Stock.

All holders of Common Interests that are parties to the Registration Rights Agreement (as well as their permitted transferees) will be entitled to exercise “piggyback” rights in connection with any future public underwritten offerings the Issuer engages in for the Issuer’s account or for the account of others to whom the Issuer has granted registration rights after the expiration or earlier termination (if any) of the lock-up agreements referred to above, subject to pro rata reduction if it is determined that the sale of additional shares would be harmful to the success of the offering. All fees, costs and expenses of underwritten registrations will be borne by the Issuer, other than underwriting discounts and selling commissions, which will be borne by each stockholder selling its shares. The Issuer’s registration obligations are subject to certain restrictions on, among other things, the frequency of requested registrations, the number of shares to be registered, and the duration of these rights.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2013

JLL JGW DISTRIBUTION, LLC
By:	/s/ Paul S. Levy
	Paul S. Levy
	Authorized Person

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2013

JGW HOLDCO, LLC
By:	/s/ Paul S. Levy
	Paul S. Levy
	Authorized Person

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2013

JGW HOLDINGS, INC.
By:	/s/ Paul S. Levy
	Paul S. Levy
	Authorized Person

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2013

JLL FUND V AIF I, 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
	Paul S. Levy
	Sole Member

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2013

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
	Paul S. Levy
	Sole Member

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2013

JLL ASSOCIATES V, L.P.
By its General Partner, JLL Associates G.P. V, L.L.C.
By:	/s/ Paul S. Levy
	Paul S. Levy
	Sole Member

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2013

JLL ASSOCIATES G.P. V, L.L.C.
By:	/s/ Paul S. Levy
	Paul S. Levy
	Sole Member

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2013

/s/ Paul S. Levy  

Paul S. Levy

INDEX OF EXHIBITS

Exhibit 1	Joint Filing Agreement.
Exhibit 2	Amended and Restated Limited Liability Company Agreement, dated as of November 13, 2013, of JGWPT Holdings, LLC.
Exhibit 3	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	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 5	Registration Rights Agreement, dated as of November 14, 2013, by and among JGWPT Holdings Inc., JLL JGW Distribution, LLC, JGW Holdco, LLC, and the stockholders named therein.

EX-1

Exhibit 1

JOINT FILING AGREEMENT

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” Each of the Joint Filers agrees that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules promulgated thereunder may be filed on his or its behalf on Schedule 13D and that said joint filing may thereafter be amended by further joint filings.

This agreement may be executed in one or more counterparts, each of which shall be considered an original counterpart, and shall become a binding agreement when each of the parties designated as signatories has executed one counterpart.

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the 18^th day of November 2013.

JLL JGW DISTRIBUTION, LLC
By:	/s/ Paul S. Levy
	Paul S. Levy
	Authorized Person

JGW HOLDCO, LLC
By:	/s/ Paul S. Levy
	Paul S. Levy
	Authorized Person

JGW HOLDINGS, INC.
By:	/s/ Paul S. Levy
	Paul S. Levy
	Authorized Person

JLL FUND V AIF I, 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
	Paul S. Levy
	Sole Member

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
	Paul S. Levy
	Sole Member

JLL ASSOCIATES V, L.P. By its General Partner, JLL Associates G.P. V, L.L.C.
By:	/s/ Paul S. Levy
	Paul S. Levy
	Sole Member

JLL ASSOCIATES G.P. V, L.L.C.
By:	/s/ Paul S. Levy
	Paul S. Levy
	Sole Member

/s/ Paul S. Levy  

Paul S. Levy

EX-2

Exhibit 2

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	17
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

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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	32
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		41
9.1	General	41
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	45
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
11.4	Cancellation of Certificate	48

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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	50
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	52
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

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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 13^th 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.

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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.

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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:

(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 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.

5

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.

6

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.

7

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 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).

8

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;

9

(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 issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business.

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(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.

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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 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 Registration Rights Agreement or the Tax Receivable Agreement and (vii) such activities as are incidental to the foregoing.

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(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 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

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(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.

4.4 Officers 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 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.

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4.5 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Managing Member.

4.6 Member 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.

4.7 Duty 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

5.1 Capital 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 amendment to this provision shall not be effective, without the prior written consent of JGWPT Holdings, LLC.

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5.2 Capital 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.

5.3 No 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.

5.4 No 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.

5.5 Maintenance 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).

5.6 Information 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 based on the number of Interests then owned by such Member, as reflected on the books and records of the Company.

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ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

6.1 Allocations 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.

6.2 Special 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 the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

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(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.

6.3 No 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.

6.4 Distributions.

(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.

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(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 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.

6.5 Withholding. 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.

6.6 Restrictions 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.

6.7 Distributions 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.

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6.8 Determinations 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 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

7.1 Books. 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.

7.2 Reports.

(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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7.3 No 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.

7.4 Federal 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.

7.5 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) for financial statement and federal income tax purposes shall be determined by the Managing Member from time to time pursuant to Code Section 706 and the Regulations thereunder.

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7.6 Issuance 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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7.7 Structure 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.

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(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 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

8.1 Prohibition.

(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”.

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(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 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.

8.2 Conditions 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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8.3 Effect 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.

8.4 Admission 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.

8.5 Admission 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.

8.6 Cessation 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.

8.7 Withdrawal 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.

8.8 Effect 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.

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ARTICLE IX

EXCHANGE

9.1 General. 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 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.

9.2 Exchange 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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9.3 Closing 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.

9.4 Closing 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.

9.5 Closing 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 Interests, Non-Voting Common Interests or Restricted Common Interests each such Member elected to Exchange; and

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(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.

9.6 Expenses. 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.

9.7 Termination 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.

9.8 Tax 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.

9.9 Adjustment. 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.

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9.10 Alternative 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 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 Section 351 of the Code or Section 368 of the Code shall not have occurred on or before December 31, 2016.

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(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 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.

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9.11 Cash 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

11.1 Liquidation . 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.

11.2 Final 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.

11.3 Distribution 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.

11.4 Cancellation 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

12.1 Exculpation. 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 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.

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12.2 Indemnification. 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.

12.3 Amendments. 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

13.1 Amendments.

(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 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.

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(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

14.1 Notices. 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.

14.2 Entire 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.

14.3 Construction 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.

14.4 Counterparts. 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.

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14.5 Severability. 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 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.

14.6 Governing 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.

14.7 Binding 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.

14.8 Additional 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.

14.9 Parties 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).

14.10 Limited 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 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.

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14.11 Jurisdiction; 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-3

Exhibit 3

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:

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(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 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 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.

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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 

31^st 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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EX-4

Exhibit 4

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 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.

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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, 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.

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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 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.

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(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 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.

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(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 confirmed) or sent by an overnight courier service, such as Federal Express, to the party to whom it is directed:

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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 

31^st 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 

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.

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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 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.

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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, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate.

[Signature Page Follows]

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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 M. 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

/s/ Steven Harris

Steven Harris

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/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

/s/ Stephen A. Kirkwood

Stephen A. Kirkwood

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/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

/s/ Michael Mayer

Michael Mayer

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/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

/s/ Sean O’Reilly

Sean O’Reilly

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/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

/s/ Robert T. Rigal

Robert T. Rigal

/s/ David Robinson

David Robinson

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/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

/s/ Alice Thompson

Alice Thompson

/s/ Chenille Truitt

Chenille Truitt

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/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

/s/ Derek Yoder

Derek Yoder

[VOTING TRUST AGREEMENT SIGNATURE PAGE]

/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.

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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: _________________

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EX-5

Exhibit 5

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

1.1 The 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.

1.2 The term “Board” shall mean the Board of Directors of the Company.

1.3 The term “Commission” shall mean the United States Securities and Exchange Commission or any successor agency.

1.4 The 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).

1.5 The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.6 The 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).

1.8 The 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.

1.9 The 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.

1.10 The term “Permitted Transferee” shall have the meaning set forth in the Limited Liability Company Agreement.

1.11 The 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.

1.12 The 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).

1.13 The 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.

1.14 The term “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.15 The 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.

1.16 The 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

2.1 Demand 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.

2.2 Piggyback 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.

2.3 Withdrawal 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.

2.4 Mandatory 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.

2.5 Holdback 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.

2.6 Registration 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.

2.7 Registration 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.

2.8 Indemnification.

(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

3.1 Term. 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.

3.2 Specific 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.

3.3 Headings. 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.

3.4 Entire 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.

3.5 Confidentiality. 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.

3.6 Expenses. 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.

3.7 Notices. 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 (3^rd) 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.

3.8 Applicable 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.

3.9 Jurisdiction; 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.

3.10 Severability. 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.

3.11 Successors; 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.

3.12 Amendments. 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.

3.13 Waiver. 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.

3.14 Counterparts. 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:	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:	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

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Bara A. Goldberg

/s/ Samuel I. Gottesman

Samuel I. Gottesman

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Lindsay Grass

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James Grugan

[Signature Page to Registration Rights Agreement]

/s/ Mark Hall

Mark Hall

/s/ Steven Harris

Steven Harris

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Mark Haslam

/s/ Daniel Hayes

Daniel Hayes

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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

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Howard Lee

/s/ Shawn Leonetti

Shawn Leonetti

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Debra Maher

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Andrew May

[Signature Page to Registration Rights Agreement]

/s/ Keith G. Mayer

Keith G. Mayer

/s/ Michael Mayer

Michael Mayer

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Adam McAllister

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Joseph McEntee

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Jacqueline McLeod-Cephas

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Susan Messner

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Sharon Miller

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Alistair Murphy

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Michael Novak

[Signature Page to Registration Rights Agreement]

/s/ John F. O’Donovan

John F. O’Donovan

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Sean O’Reilly

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Roy R. Parker

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Ankur Patel

/s/ Michael Pavelic

Michael Pavelic

/s/ Aaron Pendergast

Aaron Pendergast

/s/ Dwight Perry

Dwight Perry

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Lori Pick

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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

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Sarah Rowland

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Ana Sofia Santo

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Clifton R. Satchell

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John Schwab

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George Schwartz

[Signature Page to Registration Rights Agreement]

/s/ Michael C. Schwartz

Michael C. Schwartz

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Alice Thompson

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Chenille Truitt

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Rodney C. Turner

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Mathew A. Urbanovich

/s/ Inna Vilenska

Inna Vilenska

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Elizabeth Wallace

/s/ Nicole Wesley

Nicole Wesley

[Signature Page to Registration Rights Agreement]

/s/ Daniel P. Whitman

Daniel P. Whitman

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Edward Yi

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Derek Yoder

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Eric Youngblood

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Betsy Zepeda

[Signature Page to Registration Rights Agreement]