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, 2013Limited Liability Company Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of JGWPT HOLDINGS, LLC f/k/a Wentworth Financial LLC (the “Company”) is made and entered into as of this 13th day of November, 2013 (the “Effective Date”), by and among each Person listed as a Member in the books and records of the Company as of the date hereof (each, a “Member” and, collectively, the “Members”), and each Person subsequently admitted as a Member of the Company in accordance with the terms hereof.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of November 14, 2013, by and among JGWPT Holdings Inc., a Delaware corporation (the “Corporation”), JLL JGW Distribution LLC, a Delaware limited liability company, JGW Holdco, LLC, a Delaware limited liability company (JLL JGW Distribution LLC and JGW Holdco LLC being hereinafter collectively referred to as “JLL”), Candlewood Special Situations Fund L.P., a Delaware limited partnership, R3 Capital Partners Master, L.P., a Cayman Islands exempted limited partnership, The Royal Bank of Scotland PLC, a public limited company incorporated in Scotland, DLJ Merchant Banking Funding, Inc., a Delaware corporation, PGHI Corp., a Delaware corporation (“PGHI”), David Miller, Randi Sellari, and Stefano Sola (together with JLL, the “Principals”), and, to the extent described herein, JLL Fund V AIF II, L.P., a Delaware limited partnership (together with any of its assignees or designees, the “JGW Holdings Shareholder”) and the shareholders
JGWPT Holdings Inc. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • New York
JGWPT Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell 9,750,000 shares (the “Firm Stock”) of the Issuer’s Class A common stock, par value $0.00001 per share (the “Common Stock”). In addition, the Issuer proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 1,462,500 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Issuer by the Underwriters.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of November 14, 2013 (this “Agreement”), is entered into by and between JGWPT Holdings Inc., a Delaware corporation (“JGWPT Inc.”), PGHI Corp., a Delaware corporation (“PGHI”), and JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (together, the “JLL Holders”).
VOTING AGREEMENTVoting Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
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”).
VOTING TRUST AGREEMENTVoting Trust Agreement • December 23rd, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
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”).
