FORM OF 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 [_____], 2013Limited Liability Company Agreement • November 4th, 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 [___] day of [____], 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.
FORM OF TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of [_________], 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 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • New York
JGWPT Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell [●] 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 [●] additional shares of the Common Stock on the terms set forth in Section 3 (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.
JGWPT HOLDINGS INC. FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This Restricted Stock Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between JGWPT Holdings Inc., a Delaware corporation (the “Company”), and the member of the Board of Directors of the Company (the “Board”) named below (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the JGWPT Holdings Inc. 2013 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
FORM OF DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of [________], 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”).
JGWPT HOLDINGS INC. FORM OF STOCK OPTION AGREEMENTStock Option Agreement • November 4th, 2013 • JGWPT Holdings Inc. • Finance services • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between JGWPT Holdings Inc., a Delaware corporation (the “Company”), and the individual named below (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the JGWPT Holdings Inc. 2013 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
