Exchange Rights.
The Company has reserved for issuance 13,187,393 Class A Shares in respect of the aggregate number of Class
A Shares expected to be issued over time upon the exchange of Common Interests and the conversion of Class C Shares, unless
JGWPT Holdings, LLC exercises its option to pay cash in lieu of Class A Shares for some or all of such exchanged Common
Interests. The Company may in the future cause JGWPT Holdings, LLC to issue additional Common Interests that would also be
exchangeable for Class A Shares. The Company has also reserved for issuance 4,360,623 Class C Shares, which is the aggregate
number of Class C Shares expected to be issued over time upon the exchanges by holders of non-voting Common Interests in JGWPT
Holdings, LLC (including PGHI Corp.), unless JGWPT Holdings, LLC exercises its option to pay cash in lieu of Class C Shares for
some or all of such exchanged non-voting Common Interests.
Common Interests may be exchanged at any time and from time to time after the expiration or earlier termination (if any) of any
applicable lock-up agreement between the underwriters and the holder thereof.
JLL Holders and PGHI Corp. Merger Rights.
JLL Partners, Inc. and its affiliates own a portion of their investment through an
existing corporation and the owners of PGHI Corp., including DLJ Merchant Banking Partners IV, L.P. and affiliates of Credit Suisse
Group AG, own their investment through PGHI Corp. The JLL Holders and the equity holders of PGHI Corp. have the right to elect to
require that, instead of exchanging for Class A Shares the Common Interests held by JLL’s corporation or PGHI Corp. for Class A
Shares, the Company engage in a merger in which the JLL entity owning such corporation or the stockholders of PGHI Corp., as
applicable, receive Class A Shares directly and we become the owner of the JLL corporation or PGHI Corp., as applicable, or its
assets. Provided that the conditions to the exercise of these rights have been met, the exercise of either of these transactions are not be
subject to any affiliate transaction covenants or similar restrictive provisions. However, it is a condition to each of these transactions
that the acquisition not result in material liabilities to the Company.
Redemption of Class B Shares.
Any holder (other than PGHI Corp.) seeking to exchange Common Interests for Class A Shares
must also deliver a corresponding number of Class B Shares for redemption and cancellation by the Company.
Indemnification and Exculpation.
To the extent permitted by applicable law, JGWPT Holdings, LLC will indemnify the
Company, as its managing member, its authorized officers, its other employees and agents from and against any losses, liabilities,
damages, costs, expenses, fees or penalties incurred by any acts or omissions of these persons, provided that the acts or omissions of
these indemnified persons are not the result of fraud, intentional misconduct or a violation of the implied contractual duty of good
faith and fair dealing, or any lesser standard of conduct permitted under applicable law.
The Company, as the managing member, and the authorized officers and other employees and agents of JGWPT Holdings, LLC,
will not be liable to JGWPT Holdings, LLC, its members or their affiliates for damages incurred by any acts or omissions of these
persons, provided that the acts or omissions of these exculpated persons are not the result of fraud, intentional misconduct or a
violation of the implied contractual duty of good faith and fair dealing, or any lesser standard of conduct permitted under applicable
law.
Amendments
. The operating agreement of JGWPT Holdings, LLC may be amended with the consent of the managing member
and the holders of a majority in voting power of the outstanding Common Interests not held by the managing member (not including
non-voting Common Interests and restricted Common Interests). In addition, the managing member may, without the consent of any
holder of Common Interests, make certain amendments that, generally, are not expected to adversely affect holder of Common
Interests. Notwithstanding the foregoing, no amendment to the operating agreement of JGWPT Holdings, LLC will be effective with
respect to a holder of Common Interests not voting in favor thereof if such amendment would adversely affect such Member in any
material respect in a manner that is disproportionately adverse to such holder of Common Interests, and amendments to certain
provisions that are for the benefit of PGHI Corp. will require the approval of PGHI Corp. or its permitted transferees.
Registration Rights Agreement
In connection with the completion of our initial public offering in November 2013, the Company entered into a registration rights
agreement with all of the holders of Common Interests pursuant to which the Company is required to register the exchange under the
federal securities laws of the Common Interests held by them for Class A Shares. The Company has agreed, at its expense, upon the
expiration or earlier termination of any applicable lock-up agreement between the underwriters and each holder of Common Interests
to use the Company’s reasonable best efforts to file with the SEC a shelf registration statement providing for the exchange of the
Common Interests for
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