Common use of Relationship With the Managing Member Clause in Contracts

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. (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 (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. (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.

Relationship With the Managing Member. (a) It is the intention of each of the Managing Member and the Class B 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, shall at all times equal the number of Interests of the Company outstanding (includingClass A Units and Class B Units outstanding, for these purposes, Restricted Common Interests but excluding Non-Voting Common Interests)respectively, and each of the Company and Company, the Managing Member and the Class B Members agrees to cooperate to give effect to the intent of this Section 4.3(a5.11(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 its 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, (iviii) the management of the business of the Company and the Company its Subsidiaries, (viv) the offering, sale, syndication, private placement or public offering of shares, bonds, securities or other interests in compliance with this Section 4.35.11, (viv) any activity or transaction contemplated by this Agreement, Agreement and the Registration Rights Agreement or the Tax Receivable Agreement and (viivi) such activities as are incidental to the foregoing. (c) The Managing Member shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than equity interests in the Company and such cash and cash equivalents, bank accounts or similar instruments or accounts as the board Board of directors 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 recordsClass A Units, 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 2007 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 or payments received from or in respect of the issuance of securities and from the exercise of any rights contained in any such securities securities, including from a Class B Member in respect of such issuance (collectively, the “Equity Proceeds”) (x) 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)(iii5.11(e)(iii), (xA) in the case of an issuance of a Class A Share or a Class C Share, one Common Interest of the CompanyClass A Unit, and (yB) 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 Member’s equity securities equal in number to the number of the Managing Member’s equity securities issued or, (y) if otherwise agreed in writing by the Managing Member and any other Member, to such Member and such Member shall immediately transfer to the Manager, in exchange for such Equity Proceeds, applicable Class B Units held by such Member, which Class B Units shall be automatically converted upon transfer, (A) in the case of an issuance of a Class A Share, one Class A Unit or, (B) in the case of an issuance of any other 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’s equity securities equal in number to the number of the Managing Member’s equity securities issued; (ii) at any time the Managing Member issues a Class A Share or Class C Share pursuant to any Equity Compensation the 2007 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 per share closing price of a its Class A Share or Class C Share calculated as of common stock on the New York Stock Exchange on the trading day immediately prior to 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 (such Equity Proceeds shall not constitute a Capital Contribution) and (y) the Company shall be deemed to have purchased from the Managing Member the Class A Share or Class C Share Shares 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 Class A Unit to the Managing Member; and (iii) in the event of any issuance of Class A Shares or Class C Shares by the Managing Member, and the contribution to the Company, by the Managing Member, of the cash proceeds or other consideration or payments received from or in respect of such issuance (including from a Class B 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 Class B 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 4.24.01. (f) If, at any time, any Class A Share or Class C Share Shares (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 Class A Unit (or such other class or series of equity securities in the Company Company) held by the Managing Member), upon the same terms term and for the same price per Common Interest Class A Unit (or such other class or series of equity securities in the Company), as such Class A Share or Class C Share Shares (or such other class or series of equity securities) securities of the Managing Member was redeemedMember). (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 their respective class or series of its outstanding membership interests or capital units and common 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 with designations, preferences and other rights, terms and provisions. In addition to provisions that are substantially the foregoingsame, the Managing Member shall not in any manner subdivide (by split, distribution, stock dividend, reclassification, recapitalization unless such class of series of units 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 common stock are subdivided or combined concurrently in the same proportion and in the same an identical manner. (h) Except Each Class B Member shall, concurrently with the execution and delivery of this Agreement or, in respect of the event that any Tax Distributions pursuant Class B Units are issued by the Company to Section 6.4(b) such Class B Member subsequent to the date hereof, if concurrently with such subsequent issuance, (i) execute and deliver to the Company makes any distribution Managing Member a subscription agreement in form satisfactory to its Members including the Managing Member, subscribing to a number of Class B Shares equal to the number of Class B Units held by such Class B Member as of the date hereof or, with respect to a subsequent issuance, the number of Class B Units to be issued to such Class B Member at such subsequent issuance, (ii) pay to the Managing Member will consideration for such subscribed Class B Shares at the par value, (iii) if such Class B Member is not a party to the Class B Stockholders Agreement, execute and deliver to the Managing Member a counterpart to the Class B Stockholders Agreement or an additional party signature page thereto and (iv) execute and deliver to the Managing Member such instruments, certificates, agreements and other documents as may be reasonably required by the Managing Member to make a corresponding distribution effect the issuance of such subscribed Class B Shares. The Managing Member shall issue to each such Class B Member, upon receipt of its holders the foregoing, the Class B Shares so subscribed. (i) Notwithstanding the foregoing provisions of Class A Shares this Section 5.11, the Managing Member may incur indebtedness and Class C Shares (and may take other actions if the holders Managing Member determines in good faith that such indebtedness or other actions are in the best interests of any other class of securities of JHI entitled to receive such distribution), subject only to applicable lawthe Company.

Relationship With the Managing Member. (a) It is the intention of each of the Managing Member and the Class B 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, shall at all times equal the number of Interests of the Company outstanding (includingClass A Units and Class B Units outstanding, for these purposes, Restricted Common Interests but excluding Non-Voting Common Interests)respectively, and each of the Company and Company, the Managing Member and the Class B Members agrees to cooperate to give effect to the intent of this Section 4.3(a5.11(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 its 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, (iviii) the management of the business of the Company and the Company its Subsidiaries, (viv) the offering, sale, syndication, private placement or public offering of shares, bonds, securities or other interests in compliance with this Section 4.35.11, (viv) any activity or transaction contemplated by this Agreement, Agreement and the Registration Rights Agreement or the Tax Receivable Agreement and (viivi) such activities as are incidental to the foregoing.. DB1/ 109886103.10 (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 Board of directors 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 recordsClass A Units, 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 2007 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 or payments received from or in respect of the issuance of securities and from the exercise of any rights contained in any such securities securities, including from a Class B Member or Class B-1 Member in respect of such issuance (collectively, the “Equity Proceeds”) (x) 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)(iii5.11(e)(iii), (xA) in the case of an issuance of a Class A Share or a Class C Share, one Common Interest of the CompanyClass A Unit, and (yB) 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 Member’s equity securities equal in number to the number of the Managing Member’s equity securities issued or, (y) if otherwise agreed in writing by the Managing Member and any other Member, to such Member and such Member shall immediately transfer to the Manager, in exchange for such Equity Proceeds, applicable Class B Units held by such Member, which Class B Units shall be automatically converted upon transfer, (A) in the case of an issuance of a Class A Share, one Class A Unit or, (B) in the case of an issuance of any other 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’s equity securities equal in number to the number of the Managing Member’s equity securities issued; (ii) at any time the Managing Member issues a Class A Share or Class C Share pursuant to any Equity Compensation the 2007 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 per share closing price of a its Class A Share or Class C Share calculated as of common stock on the New York Stock Exchange on the trading day immediately prior to 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 (such Equity Proceeds shall not constitute a Capital Contribution) and (y) the Company shall be deemed to have purchased from the Managing Member the Class A Share or Class C Share Shares 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 Class A Unit to the Managing Member; andand DB1/ 109886103.10 (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 or in respect of such issuance (including from a Class B 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 Class B 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 4.24.01. (f) If, at any time, any Class A Share or Class C Share Shares (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 Class A Unit (or such other class or series of equity securities in the Company Company) held by the Managing Member), upon the same terms term and for the same price per Common Interest Class A Unit (or such other class or series of equity securities in the Company), as such Class A Share or Class C Share Shares (or such other class or series of equity securities) securities of the Managing Member was redeemedMember). (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 their respective class or series of its outstanding membership interests or capital units and common 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 with designations, preferences and other rights, terms and provisions. In addition to provisions that are substantially the foregoingsame, the Managing Member shall not in any manner subdivide (by split, distribution, stock dividend, reclassification, recapitalization unless such class of series of units 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 common stock are subdivided or combined concurrently in the same proportion and in the same an identical manner. (h) Except Each Class B Member shall, concurrently with the execution and delivery of this Agreement or, in respect of the event that any Tax Distributions pursuant Class B Units are issued by the Company to Section 6.4(b) such Class B Member subsequent to the date hereof, if concurrently with such subsequent issuance, (i) execute and deliver to the Company makes any distribution Managing Member a subscription agreement in form satisfactory to its Members including the Managing Member, subscribing to a number of Class B Shares equal to the number of Class B Units held by such Class B Member as of the date hereof or, with respect to a subsequent issuance, the number of Class B Units to be issued to such Class B Member at such subsequent issuance, (ii) pay to the Managing Member will consideration for such subscribed Class B Shares at the par value, (iii) if such Class B Member is not a party to the Class B Stockholders Agreement, execute and deliver to the Managing Member a counterpart to the Class B Stockholders Agreement or an additional party signature page thereto and (iv) execute and deliver to the Managing Member such instruments, certificates, agreements and other documents as may be reasonably required by the Managing Member to make a corresponding distribution effect the issuance of such subscribed Class B Shares. The Managing Member shall issue to each such Class B Member, upon receipt of its holders the foregoing, the Class B Shares so subscribed. (i) Notwithstanding the foregoing provisions of Class A Shares this Section 5.11, the Managing Member may incur indebtedness and Class C Shares (and may take other actions if the holders Managing Member determines in good faith that such indebtedness or other actions are in the best interests of any other class of securities of JHI entitled to receive such distribution), subject only to applicable law.the Company. DB1/ 109886103.10