Common use of Mandatory Shelf Registration Clause in Contracts

Mandatory Shelf Registration. After the IPO, the Company shall use its reasonable best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to Form S-3 or any successor form thereto. As soon as practicable after the date on which the Company first becomes eligible to register the resale of securities of the Company pursuant to Form S-3 under the Securities Act, but no later than thirty (30) days after such date unless required to be postponed pursuant to Section 2(b) hereof, the Company shall file with the SEC a Shelf Registration Statement (the “Mandatory Shelf Registration”) with respect to all then Registrable Common Stock; provided, however, the Company shall not be required to file the Shelf Registration Statement on or prior to October 9, 2014. The Company shall use its reasonable best efforts to (i) cause such Mandatory Shelf Registration to be declared effective by the SEC as soon as practicable after the initial filing of such Mandatory Shelf Registration and (ii) maintain the effectiveness of such Mandatory Shelf Registration Statement, and a current prospectus relating thereto, until the earliest to occur of (x) the date on which all Registrable Common Stock included in such Mandatory Shelf Registration has been disposed of in accordance with such Mandatory Shelf Registration Statement, or (y) the date on which it is distributed to the public by a Holder pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act.

Mandatory Shelf Registration. After the IPOAs set forth in Section 4 hereof, the Company shall agrees to use its reasonable best efforts to qualify and remain qualified to register securities file with the SEC as soon as reasonably practicable, but in no event later than 18 months from December 8, 2005, a Shelf Registration Statement on Form N-2 or such other form under the Securities Act then available to the Company providing for the resale, pursuant to Form S-3 Rule 415, from time to time by the Holders of any and all Registrable Securities (including for the avoidance of doubt any Additional Securities that are issued prior to the effectiveness of such shelf Registration Statement) (such registration statement, including the Prospectus, amendments and supplements to such registration statement or any successor form thereto. As soon as practicable after the date on which the Company first becomes eligible to register the resale of securities of the Company pursuant to Form S-3 under the Securities ActProspectus, but no later than thirty (30) days after such date unless required including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be postponed pursuant to Section 2(b) hereofincorporated by reference, if any, in such registration statement, the Company shall file with the SEC a “Shelf Registration Statement (the “Mandatory Shelf RegistrationStatement”) with respect to all then Registrable Common Stock; provided, however, the Company shall not be required to file the Shelf Registration Statement on or prior to October 9, 2014). The Company shall use its commercially reasonable best efforts to (i) cause such Mandatory Shelf Registration Statement to be declared effective by the SEC as soon promptly as practicable after but in any event on or prior to the initial filing 75th day following such filing. Upon the consummation of such Mandatory an IPO, the Company shall be required to (a) use its best efforts to file the Shelf Registration Statement referred to above on or prior to the earlier of (i) 18 months from December 8, 2005 and (ii) maintain nine (9) months following the effectiveness consummation of such Mandatory IPO and (b) use its commercially reasonable efforts to cause such Shelf Registration Statement, and a current prospectus relating thereto, until the earliest Statement to occur of (x) the date on which all Registrable Common Stock included in such Mandatory Shelf Registration has been disposed of in accordance with such Mandatory Shelf Registration Statement, or (y) the date on which it is distributed to the public by a Holder pursuant to Rule 144 promulgated be declared effective by the SEC as promptly as practicable but in any event on or prior to the 75th day following such filing. Any Shelf Registration Statement shall provide for the resale, from time to time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents or a sale over the Securities Actinternet) by the Holders, of any and all Registrable Securities.

Mandatory Shelf Registration. After the IPO, the The Company shall use its commercially reasonable best efforts to qualify prepare and remain qualified to register securities file with the Commission a Registration Statement for the resale of any or all the Shares (but not involving any underwritten offerings) on a “shelf” Form N-2 under Rule 415 under the Securities Act pursuant to Form S-3 or any successor form thereto. As soon as practicable (the “Registration Statement”) within sixty (60) days after the date on which the Company first becomes eligible Purchase Date, and shall use its commercially reasonable efforts to register the resale of securities of the Company pursuant cause such Registration Statement to Form S-3 be declared effective under the Securities Act, but no later than thirty (30) days after such date unless required to be postponed pursuant to Section 2(b) hereof, the Company shall file with the SEC a Shelf Registration Statement (the “Mandatory Shelf Registration”) with respect to all then Registrable Common StockAct as soon as reasonably practicable thereafter; provided, however, that the Company shall not have the right to defer such filing for up to one hundred and eighty (180) days after the Purchase Date if the Company shall have notified the Purchaser that it would be required materially detrimental to file the Shelf Company and its security holders for such Registration Statement on or prior to October 9, 2014be effected at such time. The Company shall use its commercially reasonable best efforts to (i) cause such Mandatory Shelf keep the Registration to be declared Statement continuously effective by under the SEC as soon as practicable after the initial filing of such Mandatory Shelf Registration and (ii) maintain the effectiveness of such Mandatory Shelf Registration Statement, and a current prospectus relating thereto, Securities Act until the earliest to occur of (xA) the date on which all Registrable Common Stock included in such Mandatory Shelf Registration has the Shares have been disposed of in accordance with such Mandatory Shelf sold pursuant to the Registration Statement, or (yB) the date all the Shares have been sold pursuant to Rule 144 under the Securities Act, (C) the date on which it is distributed the Shares cease to be outstanding and (D) the public by a Holder pursuant to date on which the Shares become eligible for sale under Rule 144 promulgated by the SEC pursuant to under the Securities ActAct without restriction. The Company shall notify the Purchaser when the Registration Statement has been declared effective.

Mandatory Shelf Registration. After the IPOAs set forth in Section 4 hereof, the Company shall agrees to use its reasonable best efforts to qualify and remain qualified to register securities file with the SEC as soon as reasonably practicable, but in no event later than 18 months from the date hereof, a Shelf Registration Statement on Form N-2 or such other form under the Securities Act then available to the Company providing for the resale, pursuant to Form S-3 Rule 415, from time to time by the Holders of any and all Registrable Securities (including for the avoidance of doubt any Additional Securities that are issued prior to the effectiveness of such shelf Registration Statement) (such registration statement, including the Prospectus, amendments and supplements to such registration statement or any successor form thereto. As soon as practicable after the date on which the Company first becomes eligible to register the resale of securities of the Company pursuant to Form S-3 under the Securities ActProspectus, but no later than thirty (30) days after such date unless required including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be postponed pursuant to Section 2(b) hereofincorporated by reference, if any, in such registration statement, the Company shall file with the SEC a “Shelf Registration Statement (the “Mandatory Shelf RegistrationStatement”) with respect to all then Registrable Common Stock; provided, however, the Company shall not be required to file the Shelf Registration Statement on or prior to October 9, 2014). The Company shall use its commercially reasonable best efforts to (i) cause such Mandatory Shelf Registration Statement to be declared effective by the SEC as soon promptly as practicable after but in any event on or prior to the initial filing 75th day following such filing. Upon the consummation of such Mandatory an IPO, the Company shall be required to (a) use its best efforts to file the Shelf Registration Statement referred to above on or prior to the earlier of (i) 18 months from the date hereof and (ii) maintain nine (9) months following the effectiveness consummation of such Mandatory IPO and (b) use its commercially reasonable efforts to cause such Shelf Registration Statement, and a current prospectus relating thereto, until the earliest Statement to occur of (x) the date on which all Registrable Common Stock included in such Mandatory Shelf Registration has been disposed of in accordance with such Mandatory Shelf Registration Statement, or (y) the date on which it is distributed to the public by a Holder pursuant to Rule 144 promulgated be declared effective by the SEC as promptly as practicable but in any event on or prior to the 75th day following such filing. Any Shelf Registration Statement shall provide for the resale, from time to time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents or a sale over the Securities Actinternet) by the Holders, of any and all Registrable Securities.

Mandatory Shelf Registration. After the IPO, the The Company shall use its commercially reasonable best efforts to qualify prepare and remain qualified to register securities file with the Commission a Registration Statement for the resale of any or all of such Registrable Securities (but not involving any underwritten offerings) on a “shelf” Form N-2 under Rule 415 under the Securities Act pursuant to Form S-3 or any successor form thereto. As soon as practicable (the “Registration Statement”) within 30 days after the date on which the Company first becomes eligible hereof, and shall use its commercially reasonable efforts to register the resale of securities of the Company pursuant cause such Registration Statement to Form S-3 be declared effective under the Securities ActAct as soon as reasonably practicable thereafter; provided, but no later than however, that the Company shall have the right to defer such filing for up to thirty (30) days after such date unless required to be postponed pursuant to Section 2(b) hereof, if the Company shall file with furnish to the SEC holders a Shelf certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its security holders for such Registration Statement (the “Mandatory Shelf Registration”) with respect to all then Registrable Common Stock; provided, however, the Company shall not be required to file the Shelf Registration Statement on or prior to October 9, 2014effected at such time. The Company shall use its commercially reasonable best efforts to (i) cause such Mandatory Shelf keep the Registration to be declared Statement continuously effective by under the SEC as soon as practicable after the initial filing of such Mandatory Shelf Registration and (ii) maintain the effectiveness of such Mandatory Shelf Registration Statement, and a current prospectus relating thereto, Securities Act until the earliest to occur of (xA) the date on which all the Registrable Common Stock included in such Mandatory Shelf Registration has Securities have been disposed of in accordance with such Mandatory Shelf sold pursuant to the Registration Statement, or (yB) the date all the Registrable Securities have been sold pursuant to Rule 144 under the Securities Act, (C) the date on which it is distributed such Registrable Securities cease to be outstanding and (D) the public by a Holder pursuant to date on which the Registrable Securities become eligible for sale under Rule 144 promulgated by the SEC pursuant to under the Securities Act. The Company shall notify each Holder when the Registration Statement has been declared effective.

Mandatory Shelf Registration. After the IPO, the The Company shall use its reasonable best efforts to qualify prepare and remain qualified file with the Commission a post-effective amendment (the “Amendment”) to register securities under the Existing Registration Statement for the resale of any or all of such Registrable Securities Act pursuant to Form S-3 or (but not involving any successor form thereto. As underwritten offerings) as soon as reasonably practicable but in any event within forty-five (45) days after the date on which hereof and use its reasonable best efforts to have the Amendment declared effective by the SEC as soon as reasonably practicable; provided, however, that the Company first becomes eligible shall have the right to register the resale of securities of the Company pursuant defer such filing for up to Form S-3 under the Securities Act, but no later than thirty (30) days after such date unless required to be postponed pursuant to Section 2(b) hereof, if the Company shall file with furnish to the SEC Holders a Shelf Registration Statement (certificate signed by the “Mandatory Shelf Registration”) with respect to all then Registrable Common Stock; provided, however, Chief Executive Officer of the Company shall not stating that, in the good faith judgment of the Board of Directors of the Company, it would be required materially detrimental to file the Shelf Registration Statement on or prior Company and its security holders for such Amendment to October 9, 2014be filed at such time. The Company shall use its reasonable best efforts to (i) cause such Mandatory Shelf keep the Registration Statement continuously effective pursuant to be declared effective by Rule 415 under the SEC as soon as practicable after the initial filing of such Mandatory Shelf Registration and (ii) maintain the effectiveness of such Mandatory Shelf Registration Statement, and a current prospectus relating thereto, Securities Act until the earliest to occur of (xA) the date on which all Registrable Common Stock included in such Mandatory Shelf Securities have been sold pursuant to the Registration has been disposed of in accordance with such Mandatory Shelf Registration StatementStatement or pursuant to Rule 144 under the Securities Act, or (yB) the date on which it is distributed such Registrable Securities cease to be outstanding and (C) the date on which the Investors may sell the Registrable Securities under Rule 144 under the Securities Act without regard to the public by a Holder pursuant to volume or manner of sale restrictions of Rule 144 promulgated by (collectively, the SEC pursuant to the Securities Act“Registration Period”).

Mandatory Shelf Registration. After the IPO, the Company shall use its reasonable best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to Form S-3 or any successor form thereto. As soon as practicable after the date on which the Company first becomes eligible to register the resale of securities of the Company pursuant to Form S-3 under the Securities Act, but no later than thirty (30) days after such date unless required to be postponed pursuant to Section 2(b) hereof, the Company shall file with the SEC a Shelf Registration Statement (the “Mandatory Shelf Registration”) with respect to all then Registrable Common Stock; provided, however, the Company shall not be required to file the Shelf Registration Statement on or prior to October 9, 2014. The Company shall use its reasonable best efforts 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 warrant granted by the Company to PGHI pursuant to that certain Warrant Agreement, dated as of [________], 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 Mandatory Shelf Registration Statement to be declared effective by the SEC 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 initial filing of Commission such Mandatory Shelf Registration amendments and (ii) maintain supplements to such registration statement and the effectiveness of prospectus used in connection therewith as may be necessary to keep such Mandatory Shelf Registration Statementregistration statement effective, and a current prospectus relating theretosubject to Section 2.6(d), until the earliest to occur of (x) the date on which all Registrable Common Stock Securities included in such Mandatory Shelf Registration has registration statement have been disposed of 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 Mandatory 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, or (y) Statement will not affect the date on which it is distributed to the public by a Holder pursuant to Rule 144 promulgated by the SEC pursuant to the inclusion of any Registrable Securities Actin any other Registration Statement hereunder.