Common use of Transfer of Voting Trust Certificates Clause in Contracts

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.

Transfer of Voting Trust Certificates. (a) The Voting Trust ------------------------------------- Certificates may be transferred, assigned or pledged only (i) with the written consent of the Trustees, (ii) upon the death or incapacity of a Depositor or by operation of law, or (iii) a transfer to by one of the Depositors to either a Qualifying Trust or an Immediate Family Member in accordance with the Shareholders Agreement Amendment; provided that in the case of clause (ii) or -------- ---- (iii) hereof it shall be a condition to the transfer of the Voting Trust Certificates by the Trustees, as trustees, that each transferee (including, in the event of a Depositor's death or incapacity, his legal representative) shall have executed a voting trust agreement (which as to such transferee will become effective as of the date of its execution) (a "Supplemental Voting Trust Agreement") substantially in the form hereof and satisfactory to the Trustees and FBR. It is understood that (A) such transferees shall have no right to direct the voting of the Trust Securities or to exercise any other rights as shareholders of FBR which, pursuant to this Agreement, are to be exercised only by the Trustees (other than the right to convert or exercise Trust Securities provided in Section 4(c) of this Agreement), (B) such Supplemental Voting Trust Agreement will empower the Trustees to direct the voting of the Trust Securities and exercise such other rights as shareholders of FBR (other than the rights to convert, exercise or request registration of, Trust Securities, referred to in clause (A) of this paragraph (b)) in the manner contemplated by this Agreement, and (C) such Supplemental Voting Trust Agreement will permit the transferee (or the legal representative of the transferee) to transfer shares of Class B Stock or other Trust Securities held pursuant to such voting trust to the same extent and in the same manner in which Depositors are permitted to transfer such shares and securities under this Agreement. (b) 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 trans- ferable only on the books of the Trustees to be kept by them or their agentTrustees, as trustees, upon surrender of such Voting Trust Certificates, Certificates (duly endorsed in blank or accompanied by a proper instrument of assignment and transfer 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 the duly authorized attorneyattorney of a registered holder. Until Upon the surrender of any Voting Trust Certificates for transfer, the Trustees, as trustees, shall cancel such Voting Trust Certificates and issue to the transferee (which may be the same person as the transferor) new Voting Trust Certificates in the same form and representing the same total amount of Trust Securities as the Voting Trust Certificates presented for cancellation. (c) The Trustees, as trustees, will not register the Voting Trust Certificates under the 1933 Act, in reliance upon the representations and agreements of the holder or holders, acknowledged hereby, that the Voting Trust Certificates are transferred as provided aboveheld subject to all applicable provisions of the 1933 Act. Without limiting the foregoing, the Trustees may treat the registered each holder of each a Voting Trust Certificate governed by this Agreement agrees that he will not offer, sell, assign, pledge or otherwise transfer or dispose 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 said Voting Trust Certificates corresponding to or any part thereof in a manner which would violate the Shares relating to the JGWPT Holdings LLC Common Interests so sold shall be transferred by the Trustees to the Company for cancellation1933 Act. The Trustees, and (a) if there be a Global Certificateas trustees, 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 will not issue 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 any person which has not expressly agreed to comply with these provisions to the Shares relating extent such compliance is required in the opinion of counsel to the JGWPT Holdings LLC Common Interests so exchanged or forfeited shall be transferred by the Trustees to the Company for cancellationTrustees, 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 Sharesas trustees.

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.

Transfer of Voting Trust Certificates. (a) The Voting Trust Certificates may be transferred, assigned or pledged only (i) with the written consent of the Trustee, (ii) upon the death or incapacity of the Stockholder or by operation of law; provided that in the case of clause (ii) hereof it shall be a condition to the transfer of the Voting Trust Certificates by the Trustee, as Trustee, that each transferee (including, in the event of a Depositor's death or incapacity, his legal representative) shall have executed a voting trust agreement (which as to such transferee will become effective as of the date of its execution) (a “Supplemental Voting Trust Agreement”) substantially in the form hereof and satisfactory to the Trustee and the Company. It is understood that (A) such transferees shall have no right to direct the voting of the Trust Securities or to exercise any other rights as shareholders of the Company which, pursuant to this Agreement, are to be exercised only by the Trustee (other than the right to convert or exercise Trust Securities provided in Section 4(c) of this Agreement), (B) such Supplemental Voting Trust Agreement will empower the Trustee to direct the voting of the Trust Securities and exercise such other rights as shareholders of the Company (other than the rights to convert, exercise or request registration of, Trust Securities, referred to in clause (A) of this paragraph (b)) in the manner contemplated by this Agreement, and (C) such Supplemental Voting Trust Agreement will permit the transferee (or the legal representative of the transferee) to transfer shares of Company Stock or other Trust Securities held pursuant to such voting trust to the same extent and in the same manner in which Stockholder are permitted to transfer such shares and securities under this Agreement. (b) 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 only on the books of the Trustees to be kept by them or their agentTrustee, as Trustee, upon surrender of such Voting Trust Certificates, Certificates (duly endorsed in blank or accompanied by a proper instrument of assignment and transfer 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 the duly authorized attorneyattorney of a registered holder. Until Upon the surrender of any Voting Trust Certificates for transfer, the Trustee, as Trustee, shall cancel such Voting Trust Certificates and issue to the transferee (which may be the same person as the transferor) new Voting Trust Certificates in the same form and representing the same total amount of Trust Securities as the Voting Trust Certificates presented for cancellation. (c) The Trustee, as Trustee, will not register the Voting Trust Certificates under the 1933 Act, in reliance upon the representations and agreements of the holder or holders, acknowledged hereby, that the Voting Trust Certificates are transferred as provided aboveheld subject to all applicable provisions of the 1933 Act. Without limiting the foregoing, the Trustees may treat the registered each holder of each a Voting Trust Certificate governed by this Agreement agrees that he will not offer, sell, assign, pledge or otherwise transfer or dispose 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 said Voting Trust Certificates corresponding to or any part thereof in a manner which would violate the Shares relating to the JGWPT Holdings LLC Common Interests so sold shall be transferred by the Trustees to the Company for cancellation1933 Act. The Trustee, and (a) if there be a Global Certificateas Trustee, 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 will not issue 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 any person which has not expressly agreed to comply with these provisions to the Shares relating extent such compliance is required in the opinion of counsel to the JGWPT Holdings LLC Common Interests so exchanged or forfeited shall be transferred by the Trustees to the Company for cancellationTrustee, 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 Sharesas Trustee.