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 • November 18th, 2013 • JLL JGW Distribution, LLC • 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.
VOTING AGREEMENTVoting Agreement • November 18th, 2013 • JLL JGW Distribution, LLC • 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”).
VOTING TRUST AGREEMENTVoting Trust Agreement • November 18th, 2013 • JLL JGW Distribution, LLC • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2013 • JLL JGW Distribution, LLC • 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”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 18th, 2013 • JLL JGW Distribution, LLC • Finance services
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” Each of the Joint Filers agrees that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules promulgated thereunder may be filed on his or its behalf on Schedule 13D and that said joint filing may thereafter be amended by further joint filings.
