Common use of Certificates; Legend Clause in Contracts

Certificates; Legend. In the sole discretion of the Managing Member, the issued and outstanding Interests may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Interests or pursuant to any other agreement among Members and the Company, each such certificate shall bear the following legend: “THE INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS OF JGWPT HOLDINGS, LLC (THE “COMPANY”), AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.”

Certificates; Legend. In the sole discretion Initially, none of the Managing Member, the Units issued and outstanding Interests may will be represented by certificates. In addition If the Manager determines that it is in the interest of the Company to issue certificates representing the Units, certificates will be issued and the Units will be represented by those certificates, and this Agreement will be amended by the Manager as necessary or desirable to reflect the issuance of certificated Units for purposes of the Uniform Commercial Code. Nothing 3 The parties have agreed in principle to agree on specific language to further narrow the potential scope of the intended “restrictions”. contained in this Section 7.8 shall be deemed to authorize or permit any Member to transfer its Units except as otherwise permitted under this Agreement. Unless the Manager determines to require any other legend required with respect to a particular class, group or series of Interests or pursuant to any other agreement among Members and the Companydifferent legends, each such certificate shall bear representing a Unit, if any, will be stamped or otherwise imprinted with a legend in substantially the following legendform: “THE INTERESTS SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THE PROVISIONS TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND OF ESGEN OPCO, LLC DATED AS OF [__], 2023, AMONG THE MEMBERS OF JGWPT HOLDINGS, LLC (THE “COMPANY”)LISTED THEREIN, AS IT MAY BE AMENDED AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, AND NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. BY THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE RECORD OF THIS CERTIFICATE, AGREES CERTIFICATE TO BE BOUND BY ALL THE SECRETARY OF THE PROVISIONS ISSUER OF THE AFORESAID AGREEMENTSUCH SECURITIES.”

Certificates; Legend. Unless and until the General Partner shall determine otherwise, the Interests shall be uncertificated and recorded in the books and records of the Partnership. In the sole discretion of the Managing MemberGeneral Partner, the issued and outstanding Interests may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Interests or pursuant to any other agreement among Members the Partners and the CompanyPartnership, each such certificate shall bear the following legend: “THE INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TOHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE INTERESTS MAY NOT BE TRANSFERREDTRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, SOLDASSIGNMENT, ASSIGNEDHYPOTHECATION, PLEDGEDPLEDGE, ENCUMBEREDENCUMBRANCE OR OTHER DISPOSITION (EACH, HYPOTHECATED OR OTHERWISE DISPOSED OF (A “TRANSFERREDTRANSFER”) WITHOUT COMPLYING WITH, AND VOTING OF ANY OF THE PROVISIONS INTERESTS REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS PARTNERSHIP OF JGWPT JJILL TOPCO HOLDINGS, LLC LP (THE “COMPANYPARTNERSHIP”), AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG THE PARTNERSHIP AND THE PARTNERS NAMED THEREIN (THE “PARTNERSHIP AGREEMENT”), A COPY OF WHICH IS MAY BE INSPECTED AT THE PARTNERSHIP’S PRINCIPAL OFFICE, AND MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS PURSUANT TO ONE OR MORE EQUITY GRANT AGREEMENTS. THE PARTNERSHIP WILL NOT REGISTER THE TRANSFER OF SUCH INTERESTS ON FILE THE BOOKS OF THE PARTNERSHIP UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER TERMS OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PARTNERSHIP AGREEMENT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”ANY APPLICABLE EQUITY GRANT AGREEMENT(S), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.”

Certificates; Legend. In the sole and absolute discretion of the Managing MemberBoard or a duly authorized committee thereof, the issued and outstanding Interests Units may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Interests Units or pursuant to any other agreement among Members and the Company, each such certificate shall bear the following legendlegends: “THE INTERESTS UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS OF JGWPT SPRINGLEAF FINANCIAL HOLDINGS, LLC (THE “COMPANY”), AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.”

Certificates; Legend. In the sole discretion of the Managing MemberManager, the issued and outstanding LLC Interests may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of LLC Interests or pursuant to any other agreement among between any one or more Members and the Company, each such certificate shall bear the following legend: “THE LLC INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TOTO A FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE LLC INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE LLC INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS OF JGWPT HOLDINGS, LLC (THE “COMPANY”), AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES SUCH ACT OF 1933AND LAWS, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACTTHEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTAny LLC Interests issued in uncertificated form may be subject to similar restrictive notations on the relevant books and records of the Company or its transfer agent.”

Certificates; Legend. In Initially, unless the sole discretion Manager determines otherwise, none of the Managing Member, the Units issued and outstanding Interests may will be represented by certificates. In addition If the Manager determines that it is in the interest of the Company to issue certificates representing the Units, certificates will be issued and the Units will be represented by those certificates, and this Agreement may be amended by the Manager as necessary or desirable to reflect the issuance of certificated Units for purposes of the Uniform Commercial Code. Nothing contained in this Section 7.8 shall be deemed to authorize or permit any Member to transfer its Units except as otherwise permitted under this Agreement. Unless the Manager determines to require any other legend required with respect to a particular class, group or series of Interests or pursuant to any other agreement among Members and the Companydifferent legends, each such certificate shall bear representing a Unit, if any, will be stamped or otherwise imprinted with a legend in substantially the following legendform: “THE INTERESTS SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THE PROVISIONS TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND OF ESGEN OPCO, LLC DATED AS OF MARCH 13, 2024, AMONG THE MEMBERS OF JGWPT HOLDINGS, LLC (THE “COMPANY”)LISTED THEREIN, AS IT MAY BE AMENDED AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, AND NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. BY THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE RECORD OF THIS CERTIFICATE, AGREES CERTIFICATE TO BE BOUND BY ALL THE SECRETARY OF THE PROVISIONS ISSUER OF THE AFORESAID AGREEMENTSUCH SECURITIES.”

Certificates; Legend. In the sole discretion of the Managing Manager, upon request by any Member, any of the issued and outstanding Interests Units held by such Member may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Interests Units or pursuant to any other agreement among the Members and the Company, each such certificate shall bear the following legend: “THE INTERESTS UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TOTO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF ALEXANDER & XXXXXXX INVESTMENTS, LLC, DATED AS OF NOVEMBER 8, 2017 (AS MAY BE AMENDED OR RESTATED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE “LLC AGREEMENT”), AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, OTHER THAN IN ACCORDANCE WITH THE PROVISIONS TERMS AND SUBJECT TO THE CONDITIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS OF JGWPT HOLDINGS, LLC (THE “COMPANY”), AS IT MAY BE AMENDED FROM TIME TO TIME, AGREEMENT. A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE LLC AGREEMENT MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION OBTAINED FROM THE REGISTRATION REQUIREMENTS OF THE ACTCOMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID LLC AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS AND IS IN COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THE LLC AGREEMENT.”

Certificates; Legend. (a) In the sole discretion event the Units are certificated, each Unit shall be evidenced by a certificate (a “Unit Certificate”) in substantially the form of Exhibit B attached hereto. Each Unit Certificate shall be stamped or otherwise imprinted with a legend in substantially the Managing Memberfollowing form, the issued and outstanding Interests or such similar legend as may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Interests or pursuant to specified in any other agreement among Members and with the Company, each such certificate shall bear the following legend: “THE INTERESTS LIMITED LIABILITY COMPANY UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE LIMITED LIABILITY COMPANY UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE LIMITED LIABILITY COMPANY UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO, TO CERTAIN TRANSFER AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AGREEMENT, DATED AS OF NOVEMBER 22, 2005 AND OTHER AGREEMENTS AMONG THE MEMBERS ISSUER OF JGWPT HOLDINGS, LLC (THE “COMPANY”)THESE LIMITED LIABILITY COMPANY UNITS AND CERTAIN OF ITS MEMBERS, AS IT THEY MAY BE AMENDED FROM TIME TO TIME, A COPY AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF WHICH IS SUCH AGREEMENTS ARE ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER SECRETARY OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ISSUER AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACTARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTAGREEMENTS.”

Certificates; Legend. In the sole discretion of the Managing MemberManager, the issued and outstanding LLC Interests may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of LLC Interests or pursuant to any other agreement among between any one or more Members and the Company, each such certificate shall bear the following legend: “THE LLC INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TOTO A FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE LLC INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE LLC INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS OF JGWPT HOLDINGS, LLC (THE “COMPANY”), AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES SUCH ACT OF 1933AND LAWS, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACTTHEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTAny LLC Interests issued in uncertificated form may be subject to similar restrictive notations on the relevant books and records of the Company or its transfer agent.”

Certificates; Legend. Unless and until the Board shall determine otherwise, the Shares shall be uncertificated and recorded in the books and records of the Company. In the sole discretion of the Managing MemberBoard, the issued and outstanding Interests Shares may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Interests Shares or pursuant to any other agreement among Members Shareholders and the Company, each such certificate shall bear the following legend: “THE INTERESTS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, TRANSFERRED, GRANTED A PARTICIPATION IN OR REFERENCE UNDER A DERIVATIVES CONTRACT OR ANY OTHER ARRANGEMENT, PLEDGED, ENCUMBEREDMORTGAGED, HYPOTHECATED ENCUMBERED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, WITH THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS SHAREHOLDERS OF JGWPT HOLDINGSXXXXXXX PARENT, LLC (THE “COMPANY”), AS IT MAY BE AMENDED OR RESTATED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.”

Certificates; Legend. In the sole discretion of the Managing MemberBoard, the issued and outstanding Interests may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Interests or pursuant to any other agreement among Members and the Company, each such certificate shall bear the following legend: “THE INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS OF JGWPT HOLDINGSX.X. XXXXXXXXX, LLC (THE “COMPANY”), AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.”

Certificates; Legend. In (a) Each certificate evidencing Shares held by an Employee (a "Stock Certificate") shall be stamped or otherwise imprinted with a legend in substantially the sole discretion of the Managing Memberfollowing form, the issued and outstanding Interests or such similar legend as may be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Interests or pursuant to specified in any other agreement among Members and with the Company, each such certificate shall bear provided if the Shares issued to the Employee were registered by the Company on Form S-8 (or any successor form), then the first paragraph of the following legendlegend shall be deleted from the legend placed on the Stock Certificate representing such Shares: “"THE INTERESTS SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TOTO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE EMPLOYEE STOCKHOLDERS AGREEMENT, AND MAY NOT BE TRANSFERREDDATED AS OF NOVEMBER 4, SOLD2004 AMONG VANGUARD HEALTH SYSTEMS, ASSIGNEDINC., PLEDGEDVHS HOLDINGS LLC, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS CERTAIN AFFILIATES OF THE AMENDED BLACKSTONE GROUP AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY EMPLOYEES OF VANGUARD HEALTH SYSTEMS, INC. AND AMONG THE MEMBERS OF JGWPT HOLDINGS, LLC (THE “COMPANY”)ITS SUBSIDIARIES, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF WHICH SUCH AGREEMENT IS ON FILE WITH THE COMPANYSECRETARY OF VANGUARD HEALTH SYSTEMS, INC. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACTAVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.”"

Certificates; Legend. In the sole discretion of the Managing Member, the issued and outstanding Interests A Membership Interest may (but need not) be represented by certificatesa certificate of membership. In addition Subject to any other legend required with respect applicable law, the form and content of the certificate of membership shall be determined by the Manager. Any such certificates issued following the closing shall be governed by Article 8 of the UCC and shall be deemed “securities” within the meaning of Article 8 of the UCC and “certificated securities” within the meaning of Section 8-102(A)(4) of the UCC. Any and all certificates of membership currently held or subsequently acquired representing Membership Interests subject to a particular class, group or series of Interests or pursuant to any other agreement among Members and the Company, each such certificate shall provisions hereof will bear the following legendlegend on each of their respective reverse sides: “THE INTERESTS SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY HAVE NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS OF JGWPT HOLDINGS, LLC (THE “COMPANY”), AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, ASSIGNED, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE RULES AND REGULATIONS IN EFFECT THEREUNDER OPINION OF COUNSEL SATISFACTORY TO XXXXX XXXXXXX ENTERPRISES, LLC (THE “ACTCOMPANY”), SUCH QUALIFICATION AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH REGISTRATION IS NOT REQUIRED. ANY TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH IN THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL AMENDED AND RESTATED OPERATING AGREEMENT OF THE PROVISIONS OF THE AFORESAID AGREEMENTCOMPANY.”