EMERGENT CAPITAL, INC. (Form: S-1, Received: 08/25/2017 17:33:32)

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As filed with the Securities and Exchange Commission on August 25, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EMERGENT CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Florida		6199		30-0663473
(State or other jurisdiction of Incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

5355 Town Center Road—Suite 701

Boca Raton, Florida 33486

(561) 995-4200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Patrick J. Curry, Interim Chief Executive Officer

5355 Town Center Road—Suite 701

Boca Raton, Florida 33486

(561) 995-4200

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Rodney H. Bell, Esq.
Holland & Knight LLP
701 Brickell Avenue
Miami, Florida 33131
(305) 374-8500

David S. Cole, Esq.
Holland & Knight LLP
1650 Tysons Boulevard, Suite 1700
Tysons, Virginia 22102
(703) 720-8610

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered (1)			Proposed Maximum Offering Price per Share (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee (3)
Common stock, $0.01 par value per share	207,918,483		(3)	$	0.365	$	62,050,000.00	$	7,191.60
5.00% Senior Unsecured Convertible Notes due 2023	$	75,836,966						$	8,789.50
Total:								$	15,981.10

(1)	This registration statement registers the offer and sale of: (i) the $75,836,966 in aggregate original principal amount of our 5.00% Senior Unsecured Convertible Notes due 2023 (the “Notes”) issued on July 28, 2017 pursuant to an indenture dated July 28, 2017 by and between us and U.S. Bank, National Association, as trustee; (ii) 115,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), that were issued in a private placement transaction to the selling stockholders named herein pursuant to a Common Stock Purchase Agreement dated July 28, 2017, which amount of shares also includes 40,000,000 shares of Common Stock issued in connection with a rights offering conducted pursuant to the Company’s April 18, 2017 offer to exchange filed as an exhibit to the Company’s Schedule TO-I filed April 18, 2017; (iii) 42,500,000 shares of Common Stock that are issuable upon exercise of the Warrants (as defined below); (iv) 37,918,483 shares of Common Stock that are issuable upon conversion of the Notes at an initial conversion rate of (x) 500 shares of Common Stock per $1,000 principal amount of the Notes and (y) 0.5 shares of Common Stock per $1.00 principal amount of Notes, each subject to adjustment in certain circumstances; and (v) 12,500,000 shares of Common Stock that were issued in a private placement transaction to the selling stockholders named herein pursuant to a Securities Purchase Agreement dated August 11, 2017. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of Common Stock that may become issuable from time to time upon pursuant to the anti-dilution provisions of the Notes and the Warrants and to cover shares of Common Stock issuable as a result of stock splits, stock dividends and similar transactions.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act based on the average of the high and low bid and asked prices of the Common Stock on August 22, 2017, as quoted on the OTCQB marketplace.
(3)	The amount of the filing fee is calculated in accordance with Rule 457(c) by multiplying the transaction value by 0.0001159. Pursuant to Rule 457(i) under the Securities Act, there is no filing fee with respect to the shares of common stock issuable upon conversion of the Notes because no additional consideration will be received in connection with the exercise of the conversion privilege. Thus, the calculation of registration fees is based on 170,000,000 shares of Common Stock.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED [ ], 2017

PRELIMINARY PROSPECTUS

EMERGENT CAPITAL, INC.

Common stock, $0.01 par value per share

5.00% Senior Unsecured Convertible Notes due 2023

This prospectus relates to the resale, from time to time, of up to 207,918,483 shares of common stock, par value $0.01 per share (the “Common Stock”) of Emergent Capital, Inc. (the “Company”) and up to $75,836,966 in aggregate principal amount of our 5.00% senior unsecured convertible notes due 2023 (the “Notes”), which Notes include (a) $72,238,000 unrestricted $1,000 denominated Notes exchanged in the Exchange Offer (as defined below) pursuant to Rule 3(a)(9) for the Company’s previously registered $1,000 denominated 8.50% senior unsecured notes due 2019 and (b) $3,598,966 restricted $1.00 denominated Notes exchanged in the Exchange Offer pursuant to Rule 3(a)(9) for the Company’s previously privately issued $1.00 denominated 8.50% senior unsecured notes due 2019 by the selling stockholders identified in this prospectus (the “Selling Stockholders”). Shares of Common Stock being offered by the Selling Stockholders include (i) 115,000,000 shares of Common Stock issued on July 28, 2017 (a) pursuant to a common stock purchase agreement in a private placement (the “Private Placement”) exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”) and (b) in connection with the Rights Offering (as defined below), (ii) an aggregate of 42,500,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of common stock purchase warrants issued on July 28, 2017 (the “Warrants”) with a strike price of $0.20 per Warrant Share, (iii) 37,918,483 shares of Common Stock issuable upon conversion of the Notes at an initial conversion rate of (x) 500 shares of Common Stock per $1,000 principal amount of the Notes and (y) 0.5 shares of Common Stock per $1.00 principal amount of Notes, each subject to adjustment in certain circumstances, by the selling stockholders, including their transferees, pledgees or donees or their respective successors, and (iv) 12,500,000 shares of Common Stock issued on August 11, 2017 pursuant to a securities purchase agreement in a private placement (the “Additional Private Placement”) exempt from the registration requirements under the Securities Act. The Notes were issued to the selling stockholders on July 28, 2017 as consideration for tendering into the Company’s offer to exchange (the “Exchange Offer”) any and all of the Company’s 8.50% senior unsecured convertible notes due 2019 they held plus providing related consents in exchange for the Company’s new 5.00% unsecured convertible notes and rights to purchase up to 40,000,000 shares in the aggregate of our Common Stock at $0.20 per share (the “Rights Offering”). All 40,000,000 shares of our Common Stock which were eligible to be subscribed for in the Rights Offering were actually subscribed for in the Rights Offering. We refer to the shares of our Common Stock set forth in items (i), (ii) (iii) and (iv) above collectively as the Registrable Shares. We are registering the Registrable Shares and the Notes on behalf of the Selling Stockholders to satisfy registration rights that we have granted to the Selling Stockholders in connection with the Private Placement, the Exchange Offer, and the Additional Private Placement.

We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of Common Stock or Notes by the Selling Stockholders. However, we may receive up to an additional $8,500,000 cash proceeds if all of the Warrants are exercised in cash for Warrant Shares and are not exercised in whole or in part using the Warrants’ cashless exercise mechanism.

We will pay the expenses of registering the Registrable Shares and the Notes offered by this prospectus, but all selling and other expenses incurred by each Selling Stockholder will be paid by that Selling Stockholder.

The Selling Stockholders may resell the Registrable Shares and the Notes (collectively, the “Securities”) offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary

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brokerage transactions or through any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Stockholders may resell the Securities will be determined by the prevailing market price for shares of our Common Stock or in negotiated transactions for either the Registrable Securities or the Notes because our Notes are not listed on any national securities exchange or over-the-counter market and the Company does not expect to list the Notes for trading at any time. The Selling Stockholders may elect when to sell Securities and may elect to sell all or any portion of the Registrable Shares or Notes or none at all. To the extent required, the shares of our Common Stock and the Notes to be sold, the names of the Selling Stockholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. A prospectus supplement and a post-effective amendment, if any, may supplement, add or change information disclosed in this prospectus, and we may amend, supplement, add or change the information disclosed in this prospectus at any time.

Shares of our Common Stock are listed on the OTC Market Group’s OTCQB Venture Market under the symbol “EMGC.” On August 24, 2017, the closing price of our Common Stock was $0.42 per share. This pricing data is current only as of the date of this prospectus. You are urged to obtain current market quotations for our Common Stock.

Investing in our Common Stock and our Notes involves a high degree of risk. We urge you to carefully read the section entitled “Risk Factors” beginning on page 9 of this prospectus and all other information included or incorporated herein by reference in this prospectus and in any prospectus supplement or post-effective amendment in their entirety.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August [ ], 2017.

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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1

PROSPECTUS SUMMARY	2

OVERVIEW	2

THE PRIVATE PLACEMENTS AND EXCHANGE OFFER	5

THE OFFERING	7

RATIO OF EARNINGS TO FIXED CHARGES	9

RISK FACTORS	11

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	18

DETERMINATION OF OFFERING PRICE	21

DESCRIPTION OF CAPITAL STOCK	21

CAPITALIZATION	25

DESCRIPTION OF NOTES	27

USE OF PROCEEDS	49

DIVIDEND POLICY	49

SELLING STOCKHOLDERS	49

PLAN OF DISTRIBUTION	53

LEGAL MATTERS	55

EXPERTS	55

WHERE YOU CAN FIND ADDITIONAL INFORMATION	55

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	55

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	57

CLASSIFICATION OF HOLDER	58

CONSEQUENCES TO PARTICIPATING U.S. HOLDERS	58

CONSEQUENCES TO PARTICIPATING NON-U.S. HOLDERS	62

INFORMATION REPORTING AND BACKUP WITHHOLDING	64

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ABOUT THIS PROSPECTUS

This prospectus forms a part of a registration statement we filed with the Securities and Exchange Commission (the “SEC”), and relates to the resale or other disposition from time to time of the Securities by the Selling Stockholders or their transferees, pledgees, donees or successors.

You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or Securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” in this prospectus.

We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the Securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Unless the context otherwise indicates, when we use the words “we,” “our,” “us,” “Company,” “Registrant” or “Emergent,” we are referring to Emergent Capital, Inc. and its subsidiaries on a consolidated basis.

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PROSPECTUS SUMMARY

This summary highlights selected information about this offering and the information included or incorporated by reference into this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in shares of our Common Stock and our Notes. You should carefully read the entire prospectus, including any accompanying prospectus supplement, and the documents incorporated by reference before making an investment decision.

OVERVIEW

We were founded in December 2006 as a Florida limited liability company, Imperial Holdings, LLC, and converted into Imperial Holdings, Inc. on February 3, 2011, in connection with our initial public offering. Effective September 1, 2015, the Company changed its name to Emergent Capital, Inc.

We own and manage a portfolio of 614 life insurance policies, also referred to as life settlements, with a fair value of $526.3 million and an aggregate death benefit of approximately $2.9 billion at June 30, 2017. We primarily earn income on these policies from changes in their fair value and through death benefits when a policy matures, which we refer to as policy proceeds. All but two of these policies serve as collateral for our existing indebtedness.

We generally hold the life insurance policies we own to maturity. When we obtain ownership of a life insurance policy for investment, we are responsible for all future premium payments required to prevent the policy from lapsing. The lapsing of policies, if any, would create losses as the assets would be written down to zero. Our portfolio of life insurance policies requires significant cash outlays in order to pay the premiums necessary to keep policies in force.

We estimate that we will need to pay approximately $64,000 in premiums to keep our remaining two life insurance policies that have not been pledged as collateral under the White Eagle Revolving Credit Facility (as defined below) in force through December 31, 2017. As of June 30, 2017, we had approximately $22.7 million of cash and cash equivalents and certificates of deposit of $1.0 million; of this amount, approximately $623,000 is available to pay premiums on the two unencumbered policies and other overhead expenses, with approximately $22.0 million being restricted by the White Eagle Revolving Credit Facility.

More comprehensive information about us and our financial information is available through our website at www.emergentcapital.com and in our recent filings with the SEC. For additional information, see the sections in this offering entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” The information on our website is not incorporated by reference into this prospectus.

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Our Expertise

We believe that our experiences in the life settlement business makes us qualified and well positioned to identify portfolios of life insurance policies that have attractive lending characteristics. Our executive team has significant experience in analyzing life settlement portfolios and have established due diligence procedures that focus on collateral title, insurable interest and collectability.

We expect to use leading third party life expectancy providers, independent collateral agents, and independent third party servicers to analyze and manage the policies. All transactions will be fully reviewed for compliance with all applicable state and federal laws and regulations.

Competition

Competition to our business exists in primarily two channels: life settlement providers and institutional investors. In order to be a life settlement provider and transact with the original holder of a life insurance policy, in most instances, a license on a state-by-state basis is required. The life settlement business is highly fragmented and, therefore, competition is diverse. Often, life settlement providers are originating life settlements on behalf of institutional investors who do not maintain the necessary licenses to transact in the secondary market for life insurance. These investors may have significantly more resources than the Company and can generally also transact directly in the tertiary market.

Our Existing Indebtedness

White Eagle Revolving Credit Facility

Our indirect subsidiary, White Eagle Asset Portfolio, LP (“White Eagle”), is the borrower under an asset-based revolving facility (the “White Eagle Revolving Credit Facility”) with CLMG Corp., as administrative agent, backed by a portfolio of life insurance policies with an aggregate lender commitment of up to $370.0 million, subject to borrowing base availability. Pursuant to an amendment in December 2016, 190 life settlement policies purchased from wholly owned subsidiaries of the Company were pledged as additional collateral under the facility for an additional policy advance of approximately $71.1 million. The maximum facility limit was increased to $370.0 million and the term of the facility was extended to December 31, 2031.

A total of 612 life insurance policies with an aggregate death benefit of approximately $2.9 billion and an estimated fair value of approximately $525.5 million are pledged as collateral under the White Eagle Revolving Credit Facility at June 30, 2017. In addition, the equity interests in White Eagle have been pledged under the White Eagle Revolving Credit Facility. At June 30, 2017, the fair value of the outstanding debt was $304.9 million and the borrowing base was approximately $304.2 million, which includes $299.1 million of outstanding principal. Approximately $5.0 million was available to borrow under the White Eagle Revolving Credit Facility.

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Proceeds from the maturity of the policies pledged as collateral under the White Eagle Revolving Credit Facility are distributed pursuant to a waterfall. Assuming no event of default, funds on account from policy proceeds shall be distributed in specified stages of priority. With respect to approximately 25% of the face amount of policies pledged as collateral under the White Eagle Revolving Credit Facility, White Eagle has agreed that if policy proceeds that are otherwise due are not paid by an insurance carrier, the foregoing distributions will be altered such that the lenders will receive any “catch-up” payments with respect to amounts that they would have received in the waterfall prior to distributions being made to White Eagle. During the continuance of events of default or unmatured events of default, the amounts from collections of policy proceeds that might otherwise be paid to White Eagle will instead be held in a designated account controlled by the lenders and may be applied to fund operating and third party expenses, interest and principal, “catch-up” payments or percentage payments that would go to the lenders as described above.

Generally, ongoing advances may be made for paying premiums on the life insurance policies pledged as collateral and to pay the fees of service providers. Effective with the November 9, 2015 amendment of the White Eagle Revolving Credit Facility (the “White Eagle Amendment”), ongoing advances may no longer be used to pay interest, which will now be paid by White Eagle if there is not otherwise sufficient amounts available from policy proceeds to be distributed to pay interest expense pursuant to the applicable waterfall. Subsequent advances and the use of proceeds from those advances are at the discretion of the lenders. During the years ended December 31, 2016 and 2015, approximately $51.3 million and $45.7 million was drawn on the facility for premium payments, and $1.7 million and $2.2 million in fees to service providers, respectively. Approximately $6.7 million was drawn on the facility for interest during 2015. Effective with the White Eagle Amendment, interest is no longer withheld from borrowings and, therefore, no interest was drawn on the facility during 2016.

Senior Secured Notes

On March 11, 2016 (the “Initial Closing Date”), the Company, as issuer, entered into an indenture (as amended and supplemented or otherwise modified from time to time, the “Senior Secured Indenture”) with Wilmington Trust, National Association, as indenture trustee (the “Senior Secured Note Trustee”) providing for the issuance of up to $30.0 million in senior secured notes. We refer to these notes as our “Old Secured Notes” of which approximately $21.2 million were issued on the Initial Closing Date with an additional $8.8 million issued on March 24, 2016. As a result, at December 31, 2016, there was $30.0 million in aggregate principal amount of the Company’s Old Secured Notes due 2018 outstanding. Interest on the Old Secured Notes accrued at 15.0% per annum payable quarterly, and all Old Secured Notes were to mature on September 14, 2018.

On July 28, 2017, the Company and the Senior Secured Note Trustee entered into an Amended and Restated Senior Secured Note Indenture (the “New Senior Secured Indenture”) to amend and restate the Senior Secured Indenture following the Company’s receipt of requisite consents of the holders of the Old Secured Notes. Pursuant to the terms of the New Senior Secured Indenture, the Company caused the cancellation of all outstanding Old Secured Notes and the issuance of 8.5% Senior Secured Notes due 2021 (the “New Senior Secured Notes”) in an aggregate amount of $30.0 million. The New Senior Secured Indenture provides, among other things, that the New Senior Secured Notes will be secured senior obligations of the Company and will mature on July 15, 2021. The New Senior Secured Notes will bear interest at a rate of 8.5% per annum, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2017.

On August 11, 2017 and August 14, 2017, the Company issued an aggregate of an additional $5.0 million principal amount of the Company’s New Senior Secured Notes pursuant to a certain Securities Purchase Agreement dated as August 11, 2017 by and between the Company and a single investor.

Senior Unsecured Convertible Notes

On July 28, 2017, the Company issued $75,836,966 aggregate principal amount of its 5.00% Senior Unsecured Convertible Notes Due 2023 (the “Notes”) in exchange for $73,026,450 aggregate principal amount of existing 8.50% Senior Unsecured Convertible Notes Due 2019 which were validly tendered and not withdrawn prior to the expiration of the Company’s Offer to Exchange dated April 18, 2017, as amended and supplemented, and to

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pay accrued and unpaid interest on all such existing notes so tendered and accepted for exchange through and excluding the settlement date of the Offer to Exchange.

The Notes were issued pursuant to an indenture (the “New Convertible Note Indenture”) between the Company and U.S. Bank, National Association, as indenture trustee. The New Convertible Note Indenture provides, among other things, that the Notes are unsecured senior obligations of the Company and will mature on February 15, 2023. The Notes bear interest at a rate of 5.00% per annum from the issue date, payable semi-annually in arrears on August 15 and February 15 of each year, beginning on August 15, 2017.

Holders of the Notes may convert their Notes at their option on any day prior to the close of business on the second scheduled trading day immediately preceding February 15, 2023. Upon conversion, the Company will deliver shares of Common Stock, together with any cash payment for any fractional share of Common Stock. The initial conversion rate for the Notes will be (x) 500 shares of Common Stock per $1,000 principal amount of Notes (for Notes denominated in $1,000 increments) and (y) 0.5 shares of Common Stock per $1.00 principal amount of Notes (for Notes denominated in $1.00 increments). The conversion rate is subject to adjustment in certain circumstances.

8.50% Senior Unsecured Convertible Notes

As of July 28, 2017 as a consequence of the closing of the Exchange Offer, $1,194,000 of the Company’s 8.50% Senior Unsecured Convertible Notes due 2019 (the “Old Convertible Notes”) remain outstanding. The maturity date of the Old Convertible Notes is February 15, 2019. The Old Convertible Notes accrue interest at the rate of 8.50% per annum on the principal amount of the Old Convertible Notes, payable semi-annually in arrears on August 15 and February 15 of each year. The Old Convertible Notes are convertible into shares of our Common Stock at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date of the Old Convertible Notes. Initially, the Old Convertible Notes were convertible into shares of Common Stock at a conversion rate of 147.9290 shares of Common Stock per $1,000 principal amount of Old Convertible Notes. In the second quarter of 2015, the conversion rate was adjusted to 151.7912 shares of Common Stock per $1,000 principal amount of Old Convertible Notes in connection with an anti-dilution adjustment triggered by a rights offering that resulted in the issuance of 6,688,433 shares of Common Stock.

THE PRIVATE PLACEMENTS AND EXCHANGE OFFER

The securities offered from time to time pursuant to this prospectus and any prospectus supplement and post-effective amendment, if any, in connection herewith consist of: (i) up to an aggregate of 207,918,483 shares of our Common Stock which include (a) 115,000,000 shares issued in the Private Placement pursuant to that certain Common Stock Purchase Agreement, dated July 28, 2017, (b) an aggregate of 42,500,000 Warrant Shares issuable upon exercise of Warrants with a strike price of $0.20 per Warrant Share, (c) 37,918,483 shares of Common Stock issuable upon conversion of the Notes at an initial conversion rate of (x) 500 shares of Common Stock per $1,000 principal amount of the Notes and (y) 0.5 shares of Common Stock per $1.00 principal amount of Notes, each subject to adjustment in certain circumstances, and (d) 12,500,000 shares issued in the Additional Private Placement pursuant to that certain Securities Purchase Agreement, dated August 11, 2017; and (ii) and up to $75,836,966 in aggregate principal amount of our Notes, which Notes include (a) $72,238,000 unrestricted $1,000 denominated Notes exchanged in the Exchange Offer pursuant to Rule 3(a)(9) for the Company’s previously registered $1,000 denominated 8.50% senior unsecured notes due 2019 and (b) $3,598,966 restricted $1.00 denominated Notes exchanged in the Exchange Offer pursuant to Rule 3(a)(9) for the Company’s previously privately issued $1.00 denominated 8.50% senior unsecured notes due 2019 .

The Master Transaction Agreements

On or about March 15, 2017, and May 12, 2017, we entered into a series of separate master transaction agreements by and among the Company, PJC Investments, LLC, a Texas limited liability company (“PJC”), and each consenting holder of our 8.50% Senior Unsecured Convertible Notes that is a party to them (the “Consenting Holders”) regarding a series of integrated transactions with the intent to effect a recapitalization of the Company which we refer to throughout this prospectus as the Transactions (collectively, and as amended, the “Master Transaction Agreements”). The Master Transaction Agreements required us to, among other things, enter into a

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Common Stock Purchase Agreement, the Exchange Offer, a New Convertible Note Indenture providing for the issuance of the Notes, a Senior Note Exchange Offer, a New Senior Note Indenture providing for the issuance of New Senior Notes, a Senior Note Purchase Agreement, Warrants and certain other agreements and documents (each as defined herein or in the Master Transaction Agreements, and together with the Master Transaction Agreements, the “Transaction Documents”). The Transactions closed on July 28, 2017.

The Common Stock Purchase Agreement

In conjunction with the consummation of the Transactions, on July 28, 2017, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) by and between the Company and certain investors identified in this prospectus under the caption “Selling Stockholders,” whereby we issued and sold 115,000,000 shares of Common Stock for a purchase price of $23.0 million.

The Common Stock Purchase Warrants

In conjunction with the consummation of the Transactions, on July 28, 2017, we issued eight-year Common Stock Purchase Warrants (the “Warrants”) to certain investors identified in this prospectus under the caption “Selling Stockholders,” to purchase up to 42,500,000 shares of Common Stock at a per share price of $0.20, with 41% of the shares being immediately exercisable and the remaining shares exercisable upon reaching certain milestones related to the conversion of the Notes.

Exchange Offer

In conjunction with the consummation of the Transactions, on July 28, 2017, we issued $75,836,966 in Notes to certain Selling Stockholders as consideration for tendering into the Exchange Offer. The Notes are governed by the terms and conditions of New Convertible Note Indenture. The New Convertible Note Indenture provides that the Company will file a registration statement with the SEC covering the resale of the Notes, and the Common Stock issuable upon conversion of the Notes, within 30 days after the last date on which any Notes are originally issued under the New Convertible Note Indenture. The registration statement, of which this prospectus is a part, has been filed in accordance with the New Convertible Note Indenture.

Registration Rights Agreement

In conjunction with the consummation of the Transactions, we entered into a Registration Rights Agreement with certain Selling Stockholders, dated as of July 28, 2017 (the “Registration Rights Agreement”), pursuant to which we agreed to file a registration statement with the SEC covering the resale of the shares of Common Stock sold in the Private Placement and underlying the Warrants. We agreed to file such registration statement within 60 days of the closing of the Transactions. The Registration Rights Agreement includes customary indemnification rights in connection with the registration statement. The registration statement, of which this prospectus is a part, has been filed in accordance with the Registration Rights Agreement.

The foregoing summary descriptions of the Purchase Agreement, the Warrants, the Notes and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which were filed as exhibits to our Form 8-K, dated August 1, 2017 and are incorporated by reference herein.

The Additional Private Placement

On August 11, 2017, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) by and between the Company and a certain investor identified in this prospectus under the caption “Selling Stockholders,” whereby, among other things, we issued 8,750,000 shares of Common Stock on August 11, 2017 and 3,750,000 shares of Common Stock on August 14, 2017 (the “Additional Shares”) for an aggregate purchase price of $5.0 million.

In connection with the Securities Purchase Agreement, on August 11, 2017, the Company entered into a Registration Rights Agreement with a certain Selling Stockholder (the “Additional Registration Rights Agreement”),

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pursuant to which the Company is required to register the resale of the Additional Shares. The Additional Registration Rights Agreement is substantially similar to the Registration Rights Agreement entered into in connection with the consummation of the Transactions.

The foregoing summary descriptions of the Securities Purchase Agreement and the Additional Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which were filed as exhibits to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, and are incorporated by reference herein.

Principal Executive Offices

Our office is located at 5355 Town Center Road, Suite 701, Boca Raton, Florida 33486, and our telephone number is (561) 995-4200.

THE OFFERING

Common Stock offered by the selling stockholders		207,918,483 shares.

Common Stock to be outstanding after this offering		236,923,601 shares (as of August 23, 2017 on a fully diluted basis).

Notes offered by the selling stockholders		$75,836,966 in aggregate principal amount.

Selling Stockholders		All of the shares of Common Stock and Notes are being offered by the Selling Stockholders named herein. See “Selling Stockholders.”

Use of Proceeds		We will not receive any of the proceeds from any sale or other disposition of the Common Stock or Notes covered by this prospectus. All proceeds from the sale of the Common Stock or Notes will be paid directly to the Selling Stockholders. However, we may receive up to an additional $8,500,000 cash proceeds if all of the Warrants are exercised in cash for Warrant Shares. See “Use of Proceeds.”

Risk Factors		In analyzing an investment in the shares of Common Stock or Notes being offered pursuant to this prospectus, you should carefully consider, along with other matters included or incorporated by reference in this prospectus, the information set forth under “Risk Factors” in this prospectus and the risks discussed in the documents incorporated by reference in this prospectus, as they may be amended, updated or modified periodically in our reports filed with the SEC.

OTC Trading Symbol		“EMGC.”

The number of shares of our common stock shown above to be outstanding immediately after this offering is based on 156,505,118 shares outstanding as of August 23, 2017, and excludes, as of such date:

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· an aggregate of 605,227 shares of our common stock issuable upon the exercise of options outstanding as of 23, 2017, having a weighted-average exercise price of $8.66 per share;

· an aggregate of 4,240,521 shares of our common stock issuable upon the exercise of warrants outstanding as of August 23, 2017, having a weighted-average exercise price of $14.51 per share;

· an aggregate of 251,132 shares of our common stock issuable upon the vesting of restricted stock unvested as of August 23, 2017;

· up to an aggregate of 2.0 million shares of common stock issuable upon the exercise of warrants issued pursuant to the class action litigation settlement arising in connection with the investigation by the U.S. Attorney’s Office for District of New Hampshire into the Company’s now legacy premium finance business with an exercise price of $10.75 and a term of five years from the date they were distributed to the class participants;

· 608,000 shares of our Common Stock held as treasury stock as of August 23, 2017; and

· 11,561,558 shares of our Common Stock reserved for future issuance under our equity incentive plan.

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RATIO OF EARNINGS TO FIXED CHARGES

Emergent Capital, Inc.

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES FOR FISCAL YEARS 2012 THROUGH 2016

AND FOR THE SIX MONTHS ENDED JUNE 30, 2017 (ACTUAL AND PRO FORMA)

			For the year ended December 31,
	Pro forma 2017	Unaudited 2017	Pro forma 2016	2016	2015	2014	2013	2012
Ratio of earnings to fixed charges(1)(2)(3)(4)(5)	—	—	—	—	—	—	4.8	—

	Six Months			Six Months			For the year ended December 31,
	Ended June 30, 2017 (pro forma)			Ended June 30, 2017 (actual)			2016 (pro forma)			2016			2015			2014			2013		2012
	(amounts in thousands)
Fixed Coverage Ratio:
Add: pre-tax income (loss) from continuing operations before adjustment for income or loss from equity investees(3)	$	(15,031	)	$	(4,588	)	$	(65,781	)	$	(49,429	)	$	(39,099	)	$	(5,026	)	$	51,862	$	(42,058	)
Add: fixed charges	16,104			15,698			33,585			29,439			27,286			16,245			13,664		3,122
Add: amortization of capitalized interest	—			—			—			—			—			—			—		—
Add: distributed income of equity investees	—			—			—			—			—			—			—		—
Add: share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges	—			—			—			—			—			—			—		—
Subtract: capitalized interest	—			—			—			—			—			—			—		—
Subtract: non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges	—			—			—			—			—			—			—		—
Earnings	$	1,073		$	11,110		$	(32,196	)	$	(19,990	)	$	(11,813	)	$	11,219		$	65,526	$	(38,936	)
Fixed Charge Data:
Interest expense and capitalized	16,104			15,698			33,585			29,439			27,286			16,245			13,657		1,255
Amortized premiums, discounts and capitalized expenses related to indebtedness	—			—			—			—			—			—			7		1,867
Estimate of the interest within rental expense	—			—			—			—			—			—			—		—
Total fixed charges	$	16,104		$	15,698		$	33,585		$	29,439		$	27,286		$	16,245		$	13,664	$	3,122
Ratio of earnings to fixed charges(2)(3)	0.1			0.7			(1.0		)	(0.7		)	(0.4		)	0.7			4.8		(12.5		)
Earnings Deficiency	$	15,031		$	4,588		$	65,781		$	49,429		$	39,099		$	5,026		$	—	$	42,058

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(1) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. The term “fixed charges” means the sum of the following: (a) interest expenses and capitalized interest, (b) amortized premiums, discounts and capitalized expenses related to indebtedness, (c) other expenses related to indebtedness, and (d) an estimate of the interest within rental expense. The term “earnings” is the amount resulting from adding the following: (a) pre-tax income from continuing operations before adjustment for income or loss from equity investees; (b) fixed charges; (c) amortization of capitalized interest; (d) distributed income of equity investees; and (e) share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges; then subtracting from the total added items, the following: (a) interest capitalized and (b) the non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges.

(2) In 2016, 2015, 2014, and 2012, we incurred losses from operations, and as a result, our earnings were insufficient to cover our fixed charges by $49,429,000, $39,099,000, $5,026,000 and $42,058,000, respectively.

(3) Pro forma for the six months ended June 30, 2017 and year ended December 2016 shows losses from operations, and as a result, our earnings were insufficient to cover our fixed charges by $15,031,000 and $65,781,000, respectively.

(4) Earnings include net realized and unrealized gains or losses. Net realized and unrealized gains or losses can vary substantially from period to period. Please refer to our annual report on Form 10-K for the year ended December 31, 2016 for additional information.

(5) The fixed charges used for purposes of calculating the ratio of earnings to fixed charges excludes change in fair value of the our revolving credit facilities (which at the relevant times included the White Eagle and Red Falcon credit facilities, loss on extinguishment of debt and change in fair value of conversion derivative liability. For the years ended December 31, 2016, 2015, 2014 and 2013, the change in fair value of such revolving credit facilities was ($1.9 million), $12.2 million, ($5.5 million) and ($9.4 million), respectively. For the year ended December 31, 2016, 2015 and 2013, the loss on extinguishment of debt was $554,000, $8.8 million and $4.0 million, respectively. For the year ended December 31, 2014, change in fair value of conversion derivative liability was $6.8 million. Calculation for the pro forma for the six months ended June 30, 2017 and the year ended December 31, 2016 period excludes loss on extinguishment of debt of $10.0 million and $12.2 million, respectively.

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RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the specific risks described below as well as the risks described in our annual report on Form 10-K for the year ended December 31, 2016 and our subsequently filed quarterly reports on Form 10-Q, which are incorporated by reference herein, together with the other information set forth or incorporated by reference in this prospectus and any accompanying prospectus supplement, before making an investment decision. Any of the risks we describe below or in the information incorporated herein by reference could cause our business, financial condition, or operating results to suffer. You could lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or operating results. Some of the statements in this section of the prospectus are forward-looking statements. For more information about forward-looking statements, please see the section of this prospectus entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to the Notes

No market currently exists for the Notes and an active trading market may not develop.

The Notes are a new issue of securities with no established trading market and we cannot assure you that a market will develop or that you will be able to sell your Notes easily. Further, the Notes and the shares of Common Stock issuable upon conversion of the Notes are and will be restricted securities within the meaning of that term under the Securities Act.

The liquidity of any market for the Notes will depend upon various factors, including:

· the number of holders of the Notes;

· the interest of securities dealers in making a market for the Notes;

· the overall market for debt securities;

· our financial performance and prospects; and

· the prospects for companies in our industry generally.

Accordingly, we cannot assure you that an active trading market will develop for the Notes. If the Notes are traded, they may trade at a discount from their initial offering price, depending upon prevailing interest rates and other factors, including those listed above.

The Notes will be effectively subordinated to the payments required under the White Eagle Revolving Credit Facility as well as any secured debt incurred in the future and the cash generated from the policies securing the White Eagle Revolving Credit Facility may not be used to pay the Notes.

The lenders under our White Eagle Revolving Credit Facility may foreclose on the life insurance policies securing the facility in the event of any default under the facility and any cash generated from such policies will generally not be available to us to repay the Notes. Accordingly, we may not be able to repay the Notes even if we experience a high number of mortalities from the insureds under the life insurance policies securing the White Eagle Revolving Credit Facility. In the event of our bankruptcy, liquidation or similar proceeding, the lenders under the White Eagle Revolving Credit Facility will be entitled to proceed against life insurance policies securing the facility and any other secured lenders will be entitled to proceed against the assets securing such debt, and such collateral will not be available for payment of our unsecured debt, including the Notes. As a result, the Notes will be effectively subordinated to our White Eagle Revolving Credit Facility and any future secured debt to the extent of the value of the collateral securing such future secured debt. In addition, because we are a holding company which conducts substantially all of our operations through our subsidiaries, the right of us, and therefore the right of creditors of ours, including the holders of the Notes, to participate in any distribution of the assets of any subsidiary

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upon its liquidation or reorganization or otherwise is subject to the prior claims of creditors of the subsidiary, except to the extent that claims of us as a creditor of the subsidiary may be recognized.

The New Convertible Note Indenture contains limited protection for holders of the Notes.

The New Convertible Note Indenture offers limited protection to holders of the Notes. The terms of the New Convertible Note Indenture and the Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have a material adverse impact on your investment in the Notes. In particular, the terms of the New Convertible Note Indenture do not place any restrictions on our or our subsidiaries’ ability to:

· issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the value of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries;

· pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, including subordinated indebtedness;

· sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

· enter into transactions with affiliates;

· create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;

· make investments; or

· create restrictions on the payment of dividends or other amounts to us from our subsidiaries.

In addition, the New Convertible Note Indenture will only require us to offer to purchase the Notes in connection with a fundamental change.

Furthermore, the terms of the New Convertible Note Indenture and the Notes do not protect holders of the Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, if any, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow or liquidity.

Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Notes may have important consequences for you as a holder of the Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes or negatively affecting the trading value of the Notes.

Other debt that we may issue or incur in the future could contain more protections for its holders than the New Convertible Note Indenture and the Notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Notes.

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We could enter into various transactions that could increase the amount of our outstanding debt, or adversely affect our capital structure or potential credit rating, or otherwise adversely affect holders of the Notes.

Subject to certain exceptions, the terms of the Notes do not prevent us from entering into a variety of acquisition, divestiture, refinancing, recapitalization or other highly leveraged transactions. As a result, we could enter into any such transaction even though the transaction could increase the total amount of our outstanding indebtedness, adversely affect our capital structure or potential credit rating or otherwise adversely affect the holders of the Notes.

The Notes are not rated and the issuance of a credit rating could adversely affect the market price of the Notes.

The Notes are not rated by any credit rating agency. The Notes may be rated by one or more of the credit rating agencies after the date of this prospectus. If the Notes are rated, the rating could be lower than expected, and such a rating could have an adverse effect on the valuation of the Notes. Furthermore, credit rating agencies revise their ratings from time to time and could lower or withdraw any rating issued with respect to the Notes. Any real or anticipated downgrade or withdrawal of any ratings of the Notes could have an adverse effect on the valuation, market price or liquidity of the Notes.

Ratings reflect only the views of the issuing credit rating agency or agencies and are not recommendations to purchase, sell or hold any particular security, including the Notes. In addition, ratings do not reflect market prices or suitability of a security for a particular investor, and any future rating of the Notes may not reflect all risks related to us and our business or the structure or market value of the Notes.

Changes in the credit markets could adversely affect the valuation, market price and liquidity of the Notes.

Following the offering, the valuation for the Notes will be based on a number of factors, including:

· the prevailing interest rates being paid by other companies similar to us; and

· the overall condition of the financial markets.

The condition of the credit markets and prevailing interest rates have fluctuated in the past and can be expected to fluctuate in the future. Fluctuations in these factors could have an adverse effect on the valuation, pricing and liquidity of the Notes.

The adjustment to the conversion rate for the Notes converted in connection with a make-whole fundamental change may not adequately compensate you for any lost value of your Notes as a result of such transaction.

If a make-whole fundamental change occurs prior to maturity, under certain circumstances, we will increase the conversion rate by a number of additional shares of Common Stock for the Notes converted in connection with such make-whole fundamental change. The increase in the conversion rate will be determined based on the date on which the make-whole fundamental change occurs or becomes effective and the price paid (or deemed paid) per share of Common Stock in such fundamental change. The adjustment to the conversion rate for the Notes converted in connection with a make-whole fundamental change may not adequately compensate you for any lost value of your Notes as a result of such fundamental change. In addition, if the price of our Common Stock in the transaction is greater than $20.00 per share or less than $0.32 per share (in each case, subject to adjustment), no additional shares will be added to the conversion rate.

Our obligation to increase the conversion rate upon the occurrence of a make-whole fundamental change could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

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Some significant restructuring transactions may not constitute a fundamental change or a make-whole fundamental change, in which case we would not be obligated to offer to repurchase the Notes or to increase the conversion rate of the Notes.

Upon the occurrence of a fundamental change, you have the right to require us to repurchase your Notes at face value and may have the right to convert your Notes with an increased conversion rate. However, the definition of the terms “fundamental change” and “make-whole fundamental change” are limited to only certain transactions or events. Therefore the fundamental change and make-whole fundamental change provisions will not afford protection to holders of Notes in the event of other transactions or events that do not constitute a make-whole fundamental change but that could nevertheless adversely affect the Notes. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental change or a make-whole fundamental change requiring us to repurchase the Notes or providing you with the right to convert your Notes at an increased conversion rate. In the event of any such transaction, the holders would not have the right to require us to repurchase the Notes or to convert the Notes with an increased conversion rate, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings or otherwise adversely affect the value of the Notes.

Valuation of the Notes could be significantly affected by the market price of our Common Stock, which may fluctuate significantly.

We expect that the market price of the Notes (if there is a market for Notes) or the value of the Notes (if there is no market for the Notes) will be significantly affected by the market price of our Common Stock. If there is a market for the Notes, this may result in greater volatility in the trading value for the Notes than would be expected for nonconvertible debt securities we may issue. Numerous factors, including many over which we have no control, may have a significant impact on the market price of our Common Stock.

You may have to pay taxes with respect to distributions on our Common Stock that you do not receive.

The conversion price of the Notes will be adjusted for certain events arising from stock splits and combinations, stock dividends, certain cash dividends and certain other actions by us that modify our capital structure. If the conversion rate is adjusted as a result of a distribution that is taxable to our common shareholders, such as a cash dividend, you may be required to include an amount in income for federal income tax purposes, notwithstanding the fact that you do not receive such distribution. In addition, Non-U.S. Holders (as defined below) of Notes may, in certain circumstances, be deemed to have received a distribution subject to United States federal withholding tax requirements.

Timing and character of your income is based on our treatment of the Notes as non-contingent debt instruments for U.S. federal income tax purposes, which may be different than what the Internal Revenue Service may determine.

We may be obligated to pay amounts in excess of stated interest and principal on the Notes in certain events. We intend to take the position that the Notes will not be treated as contingent payment debt instruments for federal income tax purposes because of the possibility of such additional payments is remote as defined within applicable Treasury Regulations. The Internal Revenue Service (the “IRS”), however, may take a position contrary to our position, which could affect the timing and character of your income and the timing and deductions with respect to the Notes.

The conversion rate of the Notes may not be adjusted for all dilutive events that may occur.

The conversion rate of the Notes is subject to adjustment in limited events. However, the conversion rate will not be adjusted for other events, such as a third-party tender or exchange offer or stock issuances for cash that may adversely affect the valuation or pricing of the Notes or the Common Stock. An event that adversely affects the value of the Notes may occur, and that event may not result in an adjustment to the conversion rate.

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As a holder of the Notes, you will not be entitled to any rights with respect to our Common Stock, but you will be subject to all changes made with respect to our Common Stock.

As a holder of Notes, you will not be entitled to any rights with respect to our Common Stock (including, without limitation, voting rights and rights to receive any dividends or other distributions, if any, on our Common Stock), but you will be subject to all changes affecting our Common Stock. You will have the rights with respect to our Common Stock only when we deliver shares of Common Stock to you upon conversion of your Notes and, in limited cases, under the conversion rate adjustments applicable to then. For example, if an amendment is proposed to our articles of incorporation or bylaws requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to the delivery of Common Stock, if any, to you, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our Common Stock.

Risks Related to Our Common Stock

Because our Common Stock is quoted on the OTCQB marketplace, our liquidity and the price of our Common Stock are limited and our investors may be subject to significant restrictions on the resale of our securities due to state “Blue Sky” laws.

Our Common Stock is traded on the OTC Market Group’s OTCQB Venture Market marketplace quotation system, which is a FINRA-sponsored entity and operated inter-dealer automated quotation system for equity securities not included in a national exchange. Quotation of our Common Stock on the OTCQB marketplace limits the liquidity and price of our Common Stock more than if our Common Stock were quoted or listed on the NYSE or the Nasdaq Capital Market, for example, each of which is a national securities exchange. Lack of liquidity will limit the price at which you may be able to sell our Common Stock or your ability to sell our Common Stock at all.

Each state has its own securities laws, often called “blue sky” laws, which (i) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or the transaction must be exempt from registration. The applicable broker must be registered in that state. We do not know whether our securities will be registered or exempt from registration under the laws of any state. Since our Common Stock is listed on the OTCQB marketplace, a determination regarding registration will be made by those broker-dealers, if any, who agree to serve as the market-makers for our securities. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our securities to be limited, as you may be unable to resell your Common Stock without the significant expense of state registration or qualification.

The conversion of our Notes may also be subject to “blue sky” laws. As a result, depending on the state of residence of a holder of the New Unsecured Notes, a holder may not be able to convert unless we comply with any state securities law requirements necessary to permit such conversion or an exemption applies. Although we plan to use our reasonable efforts to assure that holders will be able to convert their New Unsecured Notes under applicable state securities laws if no exemption exists, there is no assurance that we will be able to do so. As a result, the ability to convert may be limited. The value of the Notes may be significantly reduced if holders are not able to convert their Notes under applicable state securities laws.

If our shares become subject to the penny stock rules, this may make it more difficult to sell our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price per share of less than $5.00 (other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The OTC Market Group’s OTCQB Venture Market does not meet such requirements and for so long as the price of our Common Stock is less than $5.00, our securities will be deemed penny stocks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In

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addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore security holders may have difficulty selling shares of our Common Stock listed on the OTCQB. Reduced trading activity in our Common Stock could also make it more difficult for us to raise additional capital.

Risks Related to our Business

The secondary life insurance market is highly regulated, and state or federal regulations could materially adversely affect our ability to conduct our business.

Our business is highly regulated at the state level with respect to the purchase of life insurance assets and federal laws and regulations with respect to the issuance of securities. At the state level, many states subject us to laws and regulations requiring us to obtain specific licenses or approvals to be able to purchase life insurance policies in those states. State statutes typically provide state regulatory agencies with significant powers to interpret, administer and enforce the laws relating to the purchase of life insurance policies. Under this authority, state regulators have broad discretionary power and may impose new licensing and other requirements, and interpret or enforce existing regulatory requirements in new and different ways. Any of these new requirements, interpretations or enforcement directives could be adverse to our industry, even in a material way. Furthermore, because the life insurance secondary market is relatively new and because of the history of certain abuses in the industry, we believe it is likely that state regulation will increase and grow more complex in the foreseeable future. We cannot, however, predict what any new regulation would specifically involve or how it might affect our industry or our business.

State regulation more generally affecting life insurance assets (and not necessarily directed at the life insurance secondary market itself) may also affect our industry and business in negative ways. For example, we are aware of recent legislative efforts in some states to mandate the sale or liquidation of life insurance policies as a precondition to eligibility for health care under the Patient Protection and Affordable Care Act. These kinds of laws, if passed, may adversely affect the number of life insurance policies available for purchase.

Although the federal laws and regulations do not directly affect the life insurance secondary market, the settlement (i.e., purchase) of life insurance contracts may in some cases constitute a transaction in “securities” that is governed by federal securities laws.

Such state or federal regulations could negatively affect our liquidity and increase our cost of capital and operational expenses, all of which would adversely affect our operating results.

Changes to statutory, licensing and regulatory regimes governing life settlements could have a material adverse effect on our activities and income.

Changes to statutory, licensing and regulatory regimes could result in the enforcement of stricter compliance measures or adoption of additional measures on us or on the insurance companies that stand behind the insurance policies that we own, which could have a material adverse impact on our business activities and income.

The SEC issued a task force report in July 2010 recommending that sales of life insurance policies in life settlement transactions be regulated as securities for purposes of the federal securities laws. To date, the SEC has not made such a recommendation to Congress. However, if the statutory definitions of “security” were amended to encompass life settlements, we could become subject to additional extensive regulatory requirements under the federal securities laws, including the obligation to register sales and offerings of life settlements with the SEC as public offerings under the Securities Act and, potentially, the obligation to register as an “investment company” pursuant to the Investment Company Act of 1940. Any legislation implementing such regulatory change or a change in the transactions that are characterized as life settlement transactions could lead to significantly increased

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compliance costs, increased liability risk and adversely affect our ability to acquire or sell life insurance policies in the future, which could have a material adverse effect on our business, financial condition and results of operations.

Over the past years, we have seen a dramatic increase in the number of states that have adopted legislation and regulations from model laws promulgated by either the National Association of Insurance Commissioners (NAIC) or by the National Conference of Insurance Legislators (NCOIL). These laws are essentially consumer protection statutes responding to abuses that arose early in the development of our industry, some of which may persist. Today, almost every state has adopted some version of either the NAIC or NCOIL model laws, which generally require the licensing of purchasers of and brokers for life insurance policies, the filing and approval of purchase agreements, and the disclosure of transaction fees. These laws also require various periodic reporting requirements and prohibit certain business practices deemed to be abusive. State statutes typically provide state regulatory agencies with significant powers to interpret, administer, and enforce the laws relating to the purchase of life insurance policies. Under statutory authority, state regulators have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatory requirements in different ways, or issue new administrative rules, any of which could be generally adverse to our industry. Because the life insurance secondary market is relatively new and because of the history of certain abuses in the industry, we believe it is likely that state regulation will increase and grow more complex in the foreseeable future. We cannot, however, predict what any new regulation would specifically involve.

Under the new Presidential administration and U.S. Congress, we expect that there may be many changes to existing U.S. laws, regulations, and standards. Because of the uncertainty regarding existing law, we cannot quantify or predict with any certainty the likely impact of such change on our business model, prospects, financial condition or results of operations. We cannot assure you as to the ultimate content, timing, or effect of changes, nor is it possible at this time to estimate the impact of any such potential legislation.

We may have exposure to greater than anticipated tax liabilities.

Our income tax obligations are based in part on our corporate operating structure and intercompany arrangements, including the manner that we own our life settlements and the valuations of our intercompany transactions. The tax laws applicable to our business, including the laws of the United States, Ireland and other jurisdictions, are subject to interpretation and certain jurisdictions are aggressively interpreting their laws in new ways in an effort to raise additional tax proceeds from companies. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for intercompany arrangements and ownership of life settlements, which could increase our effective tax rate and harm our financial position and results of operations. We are subject to regular review and audit by U.S. federal and state authorities and, from 2014 on, foreign tax authorities. Tax authorities may disagree with certain positions we have taken and any adverse outcome of such a review or audit could have a material negative effect on our financial position and results of operations. In addition, the determination of our provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made. In addition, our future income taxes could be adversely affected by changes in tax laws, regulations, or accounting principles.

Changes in tax laws or tax rulings could materially affect our financial position and results of operations.

The U.S., Ireland and many countries in the European Union, are actively considering changes to existing tax laws. Certain proposals, including proposals with retroactive effects, could include recommendations that would significantly increase our tax obligations where we do business or where our subsidiaries own life insurance policies. Any changes in the taxation of either international business activities or ownership of life settlements may increase our effective tax rate and harm our financial position and results of operations and, under certain circumstances, may constitute an event of default under the White Eagle Revolving Credit Facility.

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Our former structured settlements business may expose us to future claims or contingent liabilities.

Pursuant to the terms of the asset purchase agreement we entered into in connection with the sale of our structured settlements business, we sold substantially all of that business’ operating assets while retaining substantially all of its liabilities. In addition, we agreed to indemnify the purchaser for certain breaches of representations and warranties regarding us and various aspects of that business. Many of our indemnification obligations are subject to time and maximum liability limitations, however, in some instances our indemnification obligations are not subject to any limitations. Significant indemnification claims by the purchaser or other claims or contingent liability related to our former structured settlement business could materially and adversely affect our business, financial condition and results of operations.

Failure to maintain the security of personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information, or a violation of our privacy and security policies with respect to such information, could adversely affect us.

In connection with our business, we collect and retain significant volumes of certain types of confidential, information, including personally identifiable and other information pertaining to insureds and counterparties. The Company retains such confidential information in various electronic systems, including computer systems, networks, data processing and administrative systems, and communication systems. The Company tries to maintain physical, administrative, and technical safeguards to protect the information, and it relies on commercial technologies to maintain the security of its systems and to maintain the security of its transmission of such information internally and externally.

An intentional or unintentional breach or compromise of the security measures of the Company or such other parties could result in the disclosure, misappropriation, misuse, alteration or destruction of the confidential information retained by or on behalf of the Company, or the inability of the Company to conduct business for an indeterminate amount of time. Any of these events or circumstances could damage the Company’s business and reputation, and adversely affect its financial condition and results of operations by, among other things, causing harm to the Company’s business operations, reputation and customers, deterring customers and others from doing business with the Company, subjecting the Company to significant regulatory, civil, and criminal liability, and requiring the Company to incur significant legal and other expenses. It is possible that we may not be able to anticipate and implement effective preventative or detective measures against security breaches of all types because the techniques used change frequently or are not recognized until launched and because cyber-attacks can originate from a wide variety of sources or parties. Those parties may also attempt to fraudulently induce employees, customers or other users of our system to deliberately or inadvertently disclose sensitive information in order to gain access to our data or that of our customers or clients.

The legal, regulatory and contractual environment surrounding information security and privacy is constantly evolving and may subject the Company to heightened legal standards, new theories of liability and material claims and penalties that we cannot currently predict or anticipate. As cyber threats and applicable legal standards continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance our protective measures and computer systems, and to investigate and remediate any information security vulnerabilities. Also, a significant actual or potential theft, loss, fraudulent use or misuse of customer, counterparty, employee or our data by cybercrime or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy and security policies with respect to such data could adversely impact our reputation and could result in significant costs, fines, penalties, litigation or regulatory action.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus, any prospectus supplement or post-effective amendment we may file with the U.S. Securities and Exchange Commission (“SEC”) in the future, and the documents and reports that we have filed with the SEC that are incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Forward-looking statements are subject to risks and uncertainties. All statements other than statements of historical fact included or incorporated by reference in this prospectus and in any prospectus supplement or post-effective amendment we may file with the SEC in the future are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our company and our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, results may prove to be materially different. Unless otherwise required by law, we disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this prospectus.

Factors that could cause our actual results to differ materially from those indicated in our forward-looking statements include, but are not limited to, the following:

· our ability to continue as a going concern and avoid a bankruptcy, insolvency or other court supervised or out-of-court reorganization proceeding;

· our ability to maintain rights in the policies that serve as our primary assets and are the collateral under various debt instruments to which we are a party;

· our ability to continue to make premium payments on the life insurance policies that we own whether due to increases in premiums on, or the cost of insurance of, life insurance policies that we own or otherwise;

· inaccurate estimates regarding the likelihood and magnitude of death benefits related to life insurance policies that we own;

· changes in mortality rates and inaccurate assumptions about life expectancies and other changes to actuarial life expectancy tables;

· lack of mortalities of insureds of the life insurance policies that we own;

· the effect on our financial condition as a result of any lapsed of life insurance policies;

· our ability to sell the life insurance policies we own at favorable prices, if at all;

· revolving credit facility limitations and restrictions on our ability to receive distributions of life insurance policy proceeds pledged as collateral;

· delays in the receipt of death benefits from our portfolio of life insurance policies;

· increases to the discount rates used to value the life insurance policies that we own;

· costs related to obtaining death benefits from our portfolio of life insurance policies;

· deterioration of the market for life insurance policies and life settlements;

· increased carrier challenges to the validity of our life insurance policies;

· challenges to the ownership of the policies in our portfolio;

· deterioration in the credit worthiness of the life insurance companies that issue the policies included in our portfolio;

· liabilities associated with our legacy structured settlement business;

· our ability to meet our debt service obligations;

· our ability to obtain future financings on favorable terms, or at all;

· our ability to continue to comply with the covenants and other obligations, including the conditions precedent for additional draws under our revolving credit facility;

· adverse court decisions regarding insurable interest and the obligation of a life insurance carrier to pay death benefits or return premiums upon a successful rescission or contest;

· regulation of life settlement transactions as securities;

· disruption of our information technology systems;

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· cyber security risks and the threat of data breaches including any failure to maintain the security of personally identifiable information pertaining to insureds and counterparties;

· our ability to maintain a listing or quotation on a national securities exchange or automated quotation system;

· loss of the services of any of our executive officers;

· our ability to manage the process of exploring strategic alternatives;

· adverse developments in capital markets;

· changes in laws and regulations;

· the effects of United States involvement in hostilities with other countries and large-scale acts of terrorism, or the threat of hostilities or terrorist acts; and

· changes in national and global macro-economic conditions including increasing inflation and increasing interest and tax rates among other conditions.

All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. See “Risk Factors” above and in our Annual Report on Form 10-K for the year ended December 31, 2016 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017 as well as any periodic report, prospectus supplement or post-effective amendment we may file with the SEC in the future. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you.

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DETERMINATION OF OFFERING PRICE

The Selling Stockholders will determine at what price they may sell the offered shares of Common Stock and Notes, and such sales may be made at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information concerning the process by which the Selling Stockholders may make such sales and “Capitalization” for information about the capitalization of the Company which may affect the pricing of the Securities.

DESCRIPTION OF CAPITAL STOCK

As of August 23, 2017, our authorized capital stock consisted of 415,000,000 shares of common stock, par value $0.01 per share, and 40,000,000 shares of undesignated preferred stock, par value $0.01 per share, the rights and preferences of which may be established from time to time by our board of directors. As of August 23, 2017, 156,505,118 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding.

The following summary of certain provisions of our capital stock does not purport to be complete and is subject to and is qualified in its entirety by our amended articles of incorporation and bylaws. The following summary of certain provisions of our Notes does not purport to be complete and is subject to and is qualified in its entirety by our New Convertible Note Indenture. This description is only a summary. For more detailed information, you should refer to the exhibits to the registration statement of which this prospectus is a part and incorporated by reference into this prospectus. See “Where You Can Find Additional Information.”

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Common Stock

Each holder of our common stock is entitled to one vote for each share held by such holder on all matters to be voted upon by our shareholders, and there are no cumulative voting rights. Holders of our common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by our board of directors out of funds legally available therefor. If there is a liquidation, dissolution or winding up of the Company, holders of our common stock would be entitled to share in our assets remaining after the payment of liabilities. Holders of our common stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock.

Preferred Stock

Our amended articles of incorporation authorize the issuance of shares of up to 40,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. The preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us.

Warrants

On February 11, 2011, three shareholders received warrants that may be exercised for up to a total of 4,240,521 shares of the Company’s common stock at a weighted average exercise price of $14.51 per share. The warrants will expire seven years after the date of issuance and are exercisable as they fully vest. At June 30, 2017, all 4,240,521 warrants remained outstanding.

As part of the consideration to settle a class action litigation arising in connection with the investigation by the U.S. Attorney’s Office for District of New Hampshire into the Company’s now legacy premium finance business, we issued warrants to purchase up to 2,000,000 million shares of our common stock. The warrants were distributed in October 2014 and have a five-year term from the date they were distributed to the class participants with an exercise price of $10.75. The Company is obligated to file a registration statement to register the shares underlying the warrants with the SEC if shares of the Company’s common stock have an average daily trading closing price of at least $8.50 per share for a 45 day period. The warrants will be exercisable upon effectiveness of the registration statement. At June 30, 2017, all 2,000,000 warrants remained outstanding.

On July 28, 2017, we issued the Warrants to purchase 42,500,000 shares of our common stock at an exercise price of $0.20 per share. The Warrants expire eight years after the date of issuance, with 41% of the shares being immediately exercisable and the remaining shares exercisable upon reaching certain milestones related to the conversion of the Company’s Notes. The number of shares is subject to anti-dilution adjustment provisions.

Anti-Takeover Effects of Florida Law and Our Certificate of Incorporation and Bylaws

Certain provisions of Florida law, our articles of incorporation and our bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquiror outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Requirements for Advance Notification of Shareholder Nominations and Proposals

Our bylaws establish advance notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. The bylaws do not give the board of directors the power to approve or disapprove shareholder nominations of candidates or proposals regarding business to be conducted at a special or annual meeting of the shareholders. However, our bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. Our amended articles of incorporation prohibit our shareholders from acting without a meeting by written consent. Our amended articles further require holders of not less than 50% of the voting power of our Common Stock to call a special meeting of shareholders. These provisions

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may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

Certain Provisions of Florida Law

We are subject to anti-takeover provisions that apply to public corporations organized under Florida law unless the corporation has elected to opt out of those provisions in its articles of incorporation or its bylaws. We have not elected to opt out of these provisions.

Florida Insurance Code . One of our subsidiaries, Imperial Life Settlements, LLC, a Delaware limited liability company, is licensed as a viatical settlement provider and regulated by the Florida Office of Insurance Regulation. As a Florida viatical settlement provider, Imperial Life Settlements, LLC is subject to regulation as a specialty insurer under certain provisions of the Florida Insurance Code. Under applicable Florida law, no person can acquire, directly or indirectly, 10% or more of the voting securities of a viatical settlement provider or its controlling company, including Emergent Capital, Inc., without the written approval of the Florida Office of Insurance Regulation.

The Florida Office of Insurance Regulation may disapprove an acquisition of beneficial ownership of 10% or more of our voting securities by any person who refuses to apply for or otherwise does not obtain regulatory approval of such acquisition. In addition, if the Florida Office of Insurance Regulation determines that any person has acquired 10% or more of our voting securities without obtaining regulatory approval, it may order that person to cease the acquisition and divest itself of any shares of such voting securities which may have been acquired in violation of the applicable Florida law. The Florida Office of Insurance Regulation may also suspend or revoke Imperial Life Settlements, LLC’s license if it finds that an acquisition of our voting securities was made in violation of the applicable Florida law and would render the further transaction of its business hazardous to its customers, creditors, shareholders or the public.

Indemnification and Limitation of Liability

The Florida Business Corporation Act authorizes Florida corporations to indemnify any person who was or is a party to any proceeding other than an action by, or in the right of, the corporation, by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation. The indemnity also applies to any person who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or other entity. The indemnification applies against liability incurred in connection with such a proceeding, including any appeal, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. To be eligible for indemnity with respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful.

In the case of an action by or on behalf of a corporation, indemnification may not be made if the person seeking indemnification is found liable, unless the court in which the action was brought determines that such person is fairly and reasonably entitled to indemnification.

The indemnification provisions of the Florida Business Corporation Act require indemnification if a director, officer, employee or agent has been successful in defending any action, suit or proceeding to which he or she was a party by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation. The indemnity covers expenses actually and reasonably incurred in defending the action.

The indemnification authorized under Florida law is not exclusive and is in addition to any other rights granted to officers, directors and employees under the articles of incorporation or bylaws of the corporation or any agreement between officers and directors and the corporation.

Our bylaws provide for the indemnification of directors, officers, employees and agents and for the advancement of expenses incurred in connection with the defense of any action, suit or proceeding that the director, officer, employee or agent was a party to by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or at our request, a director, officer, employee or agent of another entity. Our bylaws also provide that we may purchase and maintain insurance on behalf of any director, officer, employee or agent against liability asserted against the director, employee or agent in such capacity.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the

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opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of this issue.

Under the Florida Business Corporation Act, a director is not personally liable for monetary damages to us or to any other person for acts or omissions in his or her capacity as a director except in certain limited circumstances. Those circumstances include violations of criminal law (unless the director had reasonable cause to believe that such conduct was lawful or had no reasonable cause to believe such conduct was unlawful), transactions in which the director derived an improper personal benefit, transactions involving unlawful distributions, and conscious disregard for the best interest of the corporation or willful misconduct (only if the proceeding is by or in the right of the corporation). As a result, shareholders may be unable to recover monetary damages against directors for actions taken by them which constitute negligence or gross negligence or which are in violation of their fiduciary duties, although injunctive or other equitable relief may be available.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is American Stock Transfer & Trust Company, LLC.

Listing

Our Common Stock is listed on the OTC Market Group’s OTCQB market under the ticker symbol “EMGC.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents (on a restricted and non-restricted basis) and describes our capitalization as of June 30, 2017 (i) on an actual basis and (ii) on an “as adjusted” basis to give effect the entry into of the Transactions described in this prospectus including (1) the completion of the Exchange Offer, (2) the completion of the Senior Note Purchase Agreement and issuance of New Senior Secured Notes, (3) the consummation of the Common Stock Purchase Agreement, (4) the completion of the Rights Offering, (5) the issuance of the Warrants (6) the payment of a dividend and (7) the issuance of an additional 12.5 million shares of Common Stock and $5.0 million in senior secured notes on August 11, 2017. Debt is presented at the face value of the underlying debt.

You should read this table in conjunction with our audited financial statements for the year ending December 31, 2016, and related notes, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” each of which is incorporated by reference into this prospectus as well as the information set forth in this prospectus under the captions “Use of Proceeds,” and “Our Existing Indebtedness.”

	As of June 30, 2017 (Dollars in thousands)
	Actual			As Adjusted (unaudited)(7)
Cash and cash equivalents
Cash and cash equivalents (operating)	$	623		$	40,423
Cash and cash equivalents (restricted)	$	22,042		$	22,042
Notes Outstanding:
8.5% Senior Unsecured Convertible Notes Due 2019 (Old Notes)(1)	$	66,061		$	1,074
5.0% Senior Unsecured Convertible Notes Due 2023 (New Unsecured Notes)(2)	—			$	75,837
15.0% Senior Secured Notes Due 2018 (Old Secured Notes)	$	29,482		—
8.5% Senior Secured Notes Due 2021 (New Secured Notes)(3)	—			$	35,000
Senior Secured Credit Agreements:
White Eagle Revolving Credit Facility	$	304,874		$	304,874
Total debt outstanding	$	400,417		$	416,785
Stockholders’ equity:
Common stock (80,000,000 authorized; 29,021,844 issued and 28,413,844 outstanding, actual;(4) 455,000,000 authorized; 199,021,844 issued and 198,413,844 outstanding, as adjusted)	$	290		$	1,990
Additional paid in capital(5)	$	307,860		$	342,659
Accumulated deficit(5)(6)	$	(137,342	)	$	(147,785	)
Treasury Stock	$	(2,534	)	$	(2,534	)
Total stockholders’ equity	$	168,274		$	194,331
Total capitalization	$	568,691		$	611,115

( 1) The $1.1 million is shown net of embedded conversion options in the Notes which was separately accounted for under ASC 815 as well as debt issuance cost as required by ASC 835-30.

(2) The $75.8 million shown is the face value of the New Unsecured Notes. However, under ASC 470-20 and ASC 815, the bifurcation of an embedded derivative related to the conversion features of the New Unsecured Notes may be required and, accordingly, the carrying value of the New Unsecured Notes at issuance may be less than the face value of the New Unsecured Notes.

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(3) The $35.0 million shown is the face value of the New Senior Secured Notes and does not give effect to debt issuance cost as required by ASC 835-30.

The number of shares shown as issued and outstanding in the table above excludes:

· 37,918,483 shares of our common stock issuable upon conversion of the New Unsecured Notes;

· an aggregate of 605,227 shares of our common stock issuable upon the exercise of options outstanding as of June 30, 2017, having a weighted-average exercise price of $8.66 per share;

· an aggregate of 4,240,521 shares of our common stock issuable upon the exercise of warrants outstanding as of June 30, 2017, having a weighted-average exercise price of $14.51 per share;

· an aggregate of 200,000 shares of our common stock issuable upon the vesting of restricted stock unvested as of June 30, 2017;

(5) The amount shown does not include impact of possible bifurcation of embedded derivative of New Unsecured Notes as required by ASC 470-20 and ASC 815 and approximately $476,000 in additional interest to recognize the full value of the New Convertible Note due to interest paid-in-kind at closing of the July 28, 2017 transactions.

(6) The amount includes approximately $10.0 million associated with early extinguishment of the Old Notes and the Old Secured Notes inclusive of embedded derivative discount, debt issuance cost and prepayment penalty of 5% on the Old Secured Notes.

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DESCRIPTION OF NOTES

We issued the Notes under an indenture (the “New Convertible Note Indenture”) dated as of July 28, 2017 between us and U.S. Bank National Association, as trustee, registrar, paying agent and conversion agent (the “trustee”). The terms of the Notes include those expressly set forth in the New Convertible Note Indenture and those made part of the New Convertible Note Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

You may request a copy of the New Convertible Note Indenture from us as described under “Where You Can Find Additional Information.”

The following description is a summary of the material provisions of the Notes and the New Convertible Note Indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the Notes and the New Convertible Note Indenture, including the definitions of certain terms used in the New Convertible Note Indenture. We urge you to read the Notes and the New Convertible Note Indenture because they, and not this description, define your rights as a holder of the Notes.

For purposes of this description, references to “the Company,” “Emergent,” “we,” “our” and “us” refer only to Emergent Capital, Inc. and not to any of its current or future subsidiaries.

General

The Notes are:

· our general unsecured, senior obligations;

· limited to an aggregate principal amount of $75,838,966 of which $72,238,000 are $1,000 denominated Notes and $3,598,966 are $1 denominated Notes;

· bear cash interest from July 28, 2017 at an annual rate of 5.00%, payable in arrears on February 15 and August 15 of each year, beginning on August 15, 2017;

· subject to purchase by us for cash at the option of the holders following a fundamental change (as defined in the New Convertible Note Indenture) and to redemption by us at our option on or after a specified date and subject, in certain cases, to certain requirements;

· scheduled to mature February 15, 2023 unless earlier converted, redeemed or repurchased;

· effectively subordinated to our obligations pursuant to our existing and future secured Indebtedness under the White Eagle Revolving Credit Facility, Old Secured Notes, and the New Secured Notes, in each case, to the extent of the value of the collateral securing such Indebtedness;

· structurally subordinated to all existing and future obligations and liabilities of our subsidiaries that are not guarantors of the Notes and to claims of holders of Preferred Stock, if any, of our Subsidiaries that are not guarantors of the Notes; and

· issued in registered form in denominations of $1,000 and in denominations of $1 and are issued in book-entry form and represented by one or more permanent global notes deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (DTC), but in certain limited circumstances may be deposited with an alternative custodian or issued in definitive form and represented by physical, certificated notes. See “—Book-entry, Settlement and Clearance.”

Holders may convert their Notes at their option at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate is subject to adjustment if certain events occur. You will not receive any separate cash payment for interest (including additional interest)

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accrued and unpaid to the conversion date except under the limited circumstances described below. The New Convertible Note Indenture does not contain any financial covenants and does not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—Fundamental Change Permits Holders to Require Us to Purchase Notes” and “—Consolidation, Merger and Sale of Assets” below, and except for the provisions set forth under “—Conversion Rights—Adjustment to Shares Delivered Upon Conversion Upon a Make-whole Fundamental Change,” the New Convertible Note Indenture does not contain any covenants or other provisions designed to afford holders of the Notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit or perceived credit as a result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders.

We do not intend to apply for the Notes to be listed on any securities exchange.

Payments on the Notes; Paying Agent and Registrar; Transfer and Exchange

We will pay the principal of and interest on Notes evidenced by a global note in immediately available funds to The Depository Trust Company (“DTC”) or its nominee, as the case may be, as the registered holder of such global note, and, in limited circumstances, to an alternative custodian arranged in advance with us.

We will pay the principal of any certificated Notes at the office or agency designated by us for that purpose. We have initially designated the trustee as our paying agent and registrar and its agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer. We may, however, change the paying agent or registrar without prior notice to the holders of the Notes. Interest (including additional interest, if any) on certificated Notes will be payable (i) to holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the holders of Notes and (ii) to holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each holder or, upon application by a holder to the registrar not later than the relevant record date, by wire transfer in immediately available funds to that holder’s account within the United States, which application shall remain in effect until the holder notifies, in writing, the registrar to the contrary.

A holder of certificated Notes may transfer or exchange Notes at the office of the registrar in accordance with the New Convertible Note Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by us, the trustee or the registrar for any registration of transfer or exchange of Notes, but we, the trustee, or the registrar may require a holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by the New Convertible Note Indenture. We are not required to transfer or exchange any Note surrendered for conversion.

The registered holder of a Note will be treated as the owner of it for all purposes.

Interest

The Notes bear cash interest at a rate of 5.00% per year until maturity. Interest on the Notes will accrue from July 28, 2017 or from the most recent date on which interest has been paid or duly provided for. Interest (including additional interest, if any) will be payable semiannually in arrears on August 15 and February 15 of each year, beginning on August 15, 2017.

Interest (including additional interest, if any) will be paid to the person in whose name a Note is registered at the close of business on August 1 or February 1, as the case may be, immediately preceding the relevant interest payment date. Interest (including additional interest, if any) on the Notes will be computed on the basis of a 360-day year composed of twelve 30-day months.

If any interest payment date or the stated maturity date or any earlier required repurchase date would fall on a day that is not a business day, the required payment will be made on the next succeeding business day and no interest (including any additional interest) on such payment will accrue in respect of the delay. The term “business day” means any day other than a Saturday, a Sunday or any other day on which banks or trust companies in New York, New York are authorized or required by law or executive order to be closed.

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References to interest in this prospectus include (i) additional interest, if any, payable upon our election to pay additional interest as the sole remedy during the first 365 days after the occurrence of an event of default relating to the failure to comply with our reporting obligations as described under “—Events of Default” and (ii) additional interest, if any, payable as a result of the circumstances described below under the caption “—Registration Rights; Additional Interest.”

Ranking

The Notes are our unsecured and unsubordinated obligations that rank senior in right of payment to all existing and future indebtedness that is expressly subordinated in right of payment to the Notes. The Notes rank equally in right of payment with all our existing and future indebtedness that is not so subordinated. The Notes effectively rank junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes are structurally junior to all existing and future indebtedness and liabilities incurred by our subsidiaries. In the event of bankruptcy, liquidation, reorganization or other winding up of the Company, our assets that are pledged as security for any of our secured debt will be available to pay obligations on the Notes only after all indebtedness under such secured debt has been repaid in full from such assets. If some of our assets then secure other indebtedness, we advise you that there may not be sufficient assets remaining to pay amounts due on any or all the Notes then outstanding.

The ability of our subsidiaries to pay dividends and make other payments to us may be restricted by, among other things, applicable corporate and other laws and regulations as well as agreements to which our subsidiaries may become a party. We may not be able to pay the purchase price if a holder requires us to repurchase the Notes following a fundamental change as described below.

Optional Redemption by the Company

We may redeem all, but not less than all, of the Notes provided that the last reported sale price of our Common Stock for 15 or more trading days in a period of 30 consecutive trading days ending on the trading day immediately prior to the date of the redemption notice exceeds 120% of the applicable conversion price in effect on each such trading day. The redemption price will equal the sum of 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption date. Notwithstanding the foregoing, if we set a redemption date between a regular record date and the corresponding interest payment date, we will not pay accrued interest to any redeeming holder, and will instead pay the full amount of the relevant interest payment on such interest payment date to the holder of record on such a regular record date. Any Notes redeemed by us will be paid for solely in cash, solely in shares of Common Stock or in a combination of cash and shares of Common Stock, at our sole discretion. If the Company elects a cash settlement, the Company will pay cash equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, plus Additional Interest, if any, to the applicable Redemption Date. If the Company elects a Physical Settlement, for each $1,000 principal amount of Notes redeemed, the Company will deliver a number of shares of Common Stock equal to the Redemption Conversion Rate, together with any cash payment for any fractional shares of Common Stock based on the Redemption Conversion Price. If the Company elects a Combination Settlement, the Company shall deliver in respect of each $1,000 of principal amount of Notes that the Company has specified will be redeemed in cash a cash amount equal to 100% of the principal amount of such Notes plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date and with respect to the remaining portion of such new Notes to be redeemed in shares of Common Stock, shares of Common Stock at the Redemption Conversion Rate, together with a cash payment for any fractional shares of Common Stock, which cash payment shall be based on the Redemption Conversion Price.

To the extent a holder converts its Notes “in connection” with our election to redeem the Notes pursuant to the preceding paragraph, we will increase the conversion rate as set forth below under “—Adjustment to Shares Delivered Upon Conversion Upon Make-Whole Fundamental Change.”

In addition, holders will be entitled to accrued and unpaid interest to, but not including, the redemption date.

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Redemption Procedures

We will give notice of redemption not more than 60 calendar days but not less than 30 scheduled trading days prior to the redemption date to all record holders at their addresses set forth in the register of the registrar. This notice will state, among other things:

· That the redemption price will be paid solely in cash, solely in shares of Common Stock or in a combination of cash and shares of Common Stock;

· That you have a right to convert the Notes called for redemption, and the conversion rate then in effect; and

· The date on which your right to convert the Notes called for redemption will expire.

Conversion Rights

General

Except as described below, holders may convert their Notes at their option at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The Notes may be converted into shares of our Common Stock initially at a conversion rate of (x) 500 shares of Common Stock per $1,000 principal amount of Notes or (y) 0.50 shares of Common Stock per $1 principal of Notes (equivalent to a conversion price of $2.00 per share of Common Stock). The trustee will act as the conversion agent.

Conversion upon Specified Transactions

If we are party to a consolidation, merger, binding share exchange or a sale, lease or other transfer of all or substantially all of our consolidated assets pursuant to which all of our shares of Common Stock are exchanged for cash, securities or other property, then from and after the effective time of the transaction, any conversion of Notes, including the conversion value deliverable in connection with such exchange, will be based on the kind and amount of cash, securities or other property that a holder of Notes would have received if such holder had converted its Notes for our shares of Common Stock immediately prior to the effective time of the transaction. For purposes of the foregoing, where a consolidation, merger or binding share exchange or a sale, lease or other transfer of all or substantially all of the consolidated assets of Emergent involves a transaction that causes our shares of Common Stock to be converted into the right to receive more than a single type of consideration based upon any form of shareholder election, such consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of our shares of Common Stock that affirmatively make such an election.

Payment of Principal and Interest Upon Conversion

Upon conversion of the Notes, you will not receive any separate cash payment for accrued and unpaid interest (including additional interest, if any), except as described below. We will not issue fractional shares of our Common Stock upon conversion of Notes. Instead, we will pay cash in lieu of fractional shares based on the last reported sale price (as defined below) of the Common Stock on the relevant conversion date. Our delivery to you of the full number of shares of our Common Stock together with any cash payment for any fractional share, into which a Note is convertible will be deemed to satisfy in full our obligation to pay:

· the principal amount of the Note; and

· accrued and unpaid interest (including additional interest, if any) to, but not including, the conversion date.

As a result, accrued and unpaid interest (including additional interest, if any) to, but not including, the conversion date will be deemed to be paid in full rather than cancelled, extinguished or forfeited.

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Notwithstanding the preceding paragraph, if Notes are converted after 5:00 p.m., New York City time, on a regular record date for the payment of interest, holders of such Notes at 5:00 p.m., New York City time, on such record date will receive the interest (including additional interest, if any) payable on such Notes on the corresponding interest payment date notwithstanding the conversion. Notes surrendered for conversion during the period from 5:00 p.m., New York City time, on any regular record date to 9:00 a.m., New York City time, on the immediately following interest payment date, must be accompanied by funds equal to the amount of interest (including additional interest, if any) payable on the Notes so converted on such following interest payment date; provided that no such payment need be made:

· for conversions following the record date immediately preceding the maturity date;

· if we have specified a fundamental change purchase date that is after a record date and on or prior to the corresponding interest payment date; or

· to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.

If a holder converts Notes, we will pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of our Common Stock upon the conversion, unless the tax is due because the holder requests any shares to be issued in a name other than the holder’s name, in which case the holder will pay that tax.

The “last reported sale price” of our Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national securities exchange on which our Common Stock is traded. If our Common Stock is not listed for trading on a U.S. national securities exchange on the relevant date, the “last reported sale price” will be the last quoted bid price for our Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If our Common Stock is not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices for our Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose.

“Scheduled trading day” means a day that is scheduled to be a trading day on the principal U.S. national securities exchange or market on which our Common Stock is listed or admitted for trading. If our Common Stock is not so listed or admitted for trading, “scheduled trading day” means a business day.

“Trading day” means a day on which (i) trading in the Common Stock generally occurs on the OTCQB or, if the Common Stock is not then quoted on the OTCQB, on the other trading market on which the Common Stock is then quoted or traded, and (ii) a last reported sale price for the Common Stock is available on such trading market. If the Common Stock (or other security for which a closing sale price must be determined) is not so listed or traded, “trading day” means a business day.

Conversion Procedures

If you hold a beneficial interest in a global note, to convert you must comply with DTC’s procedures for converting a beneficial interest in a global note and, if required, pay funds equal to interest (including additional interest, if any) payable on the next interest payment date to which you are not entitled and, if required, pay all taxes or duties, if any.

If you hold a certificated note, to convert you must:

· complete and manually sign the conversion notice on the back of the Note, or a facsimile of the conversion notice;

· deliver the conversion notice, which is irrevocable, and the Note to the conversion agent;

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· if required, furnish appropriate endorsements and transfer documents;

· if required, pay all transfer or similar taxes; and

· if required, pay funds equal to interest (including additional interest, if any) payable on the next interest payment date to which you are not entitled.

The date you comply with the relevant procedures described above is the conversion date under the New Convertible Note Indenture.

If a holder has already delivered a purchase notice as described under “—Fundamental Change Permits Holders to Require Us to Purchase Notes” with respect to a Note, the holder may not surrender that Note for conversion until the holder has withdrawn the notice in accordance with the New Convertible Note Indenture.

Payment Upon Conversion

Upon conversion of the Notes, we will deliver to a converting holder a number of shares of our Common Stock equal to (i) the aggregate principal amount of Notes to be converted divided by $1,000, multiplied by (ii) the applicable conversion rate. We will deliver such shares of Common Stock on the third business day immediately following the relevant conversion date. We will deliver cash in lieu of any fractional share of Common Stock issuable upon conversion based upon the last reported sale price on the relevant conversion date.

Except as described under “—Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change,” we will pay and/or deliver the consideration due upon conversion on the third business day immediately following the Conversion Date.

We will not issue fractional shares of our Common Stock upon conversion of the Notes. Instead, we will pay cash in lieu of any fractional share based on the closing sale price of our Common Stock on the relevant conversion date.

Each conversion will be deemed to have been effected as to any Notes surrendered for conversion on the date the requirements set forth in the New Convertible Note Indenture have been satisfied as to such Notes; provided, however, a converting noteholder will become the record holder of any shares of our Common Stock due upon such conversion as of the relevant conversion date.

Conversion Rate Adjustments

The conversion rate will be adjusted as described below, except that we will not make any adjustments to the conversion rate if holders of the Notes participate at the same time and upon the same terms as holders of our Common Stock and solely as a result of holding the Notes, in any such transactions under clauses (1) (but only with respect to stock dividends or distributions), (2), (3) and (4) below without having to convert their Notes as if they held the full number of shares issuable upon conversion of their Notes.

(1) If we exclusively issue shares of our Common Stock as a dividend or distribution on shares of our Common Stock, or if we effect a share split or share combination, the conversion rate will be adjusted based on the following formula:

where,

CR 0

the conversion rate in effect immediately prior to the open of business on the record date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or combination, as applicable;

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CR 1	=	the conversion rate in effect immediately after the open of business on such record date or effective date;
OS 0	=	the number of shares of our Common Stock outstanding immediately prior to the open of business on such record date or effective date; and
OS 1	=	the number of shares of our Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

(2) If we issue to all or substantially all holders of our Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days after the announcement date of such issuance to subscribe for or purchase shares of our Common Stock, at a price per share less than the average of the last reported sale prices of our Common Stock for the 10 consecutive trading-day period ending on the trading day immediately preceding the date of announcement of such issuance, the conversion rate will be adjusted based on the following formula; provided that the conversion rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration to the conversion rate that would be in effect had the adjustment been made on the basis of delivery of only the number of shares of Common Stock actually delivered:

where,

CR 0	=	the conversion rate in effect immediately prior to the open of business on the record date for such issuance;
CR 1	=	the conversion rate in effect immediately after the open of business on such record date;
OS 0	=	the number of shares of our Common Stock outstanding immediately prior to the open of business on such record date;
X	=	the total number of shares of our Common Stock issuable pursuant to such rights or warrants; and
Y	=	the number of shares of our Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the average of the last reported sale prices of our Common Stock over the 10 consecutive trading-day period ending on the trading day immediately preceding the date of announcement of the issuance of such rights or warrants.

(3) If we distribute shares of our capital stock, evidences of our indebtedness, other assets or property of ours or rights or warrants to acquire our capital stock or other securities, to all or substantially all holders of our Common Stock, excluding

· dividends or distributions and rights or warrants as to which an adjustment was effected pursuant to clause (1) or (2) above;

· dividends or distributions paid exclusively in cash; and

· spin-offs to which the provisions set forth below in this clause (3) shall apply; then the conversion rate will be adjusted based on the following formula:

where,

CR 0	=	the conversion rate in effect immediately prior to the open of business on the record date for such distribution;
CR 1	=	the conversion rate in effect immediately after the open of business on such record date;
SP 0	=	the average of the last reported sale prices of our Common Stock over the 10 consecutive trading-day period ending on the trading day immediately preceding the record date for such distribution; and

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FMV

the fair market value (as determined by our board of directors) of the shares of capital stock, evidences of indebtedness, assets, property, rights or warrants distributed with respect to each outstanding share of our Common Stock on the record date for such distribution.

If the then fair market value of the portion of the shares of capital stock, evidences of indebtedness or other assets or property so distributed applicable to one share of Common Stock is not less than the average of the last reported sales prices of our Common Stock over the 10 consecutive trading-day period ending on the trading day immediately preceding the record date for such distribution, in lieu of the foregoing adjustment, each holder of a Note shall receive, at the same time and upon the same terms as holders of our Common Stock, the amount and kind of securities or assets or property such holder would have received if such holder owned a number of shares of our Common Stock equal to that which be issued upon conversion in full of the Notes held by such holder, using the conversion rate in effect on the record date for the distribution of the securities or assets.

With respect to an adjustment pursuant to this clause (3) where there has been a payment of a dividend or other distribution on our Common Stock of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit and such shares of capital stock or similar equity interests are listed for trading on a U.S. national securities exchange, which we refer to as a “spin-off,” the conversion rate will be increased based on the following formula:

where,

CR 0	=	the conversion rate in effect immediately prior to the end of the valuation period (as defined below);
CR 1	=	the conversion rate in effect immediately after the end of the valuation period;
FMV 0	=	the average of the last reported sale prices of the capital stock or similar equity interest distributed to holders of our Common Stock applicable to one share of our Common Stock over the first 10 consecutive trading-day period after, and including, the record date of the spin-off (the “valuation period”); and
MP 0	=	the average of the last reported sale prices of our Common Stock over the valuation period.

The adjustment to the conversion rate under the preceding paragraph will occur on the last day of the valuation period; provided that in respect of any conversion during the valuation period, references with respect to 10 trading days shall be deemed replaced with such lesser number of trading days as have elapsed between the record date for such spin-off (including such record date as one trading day) and the conversion date in determining the applicable conversion rate.

(4) If any annual cash dividend or distribution is made to all or substantially all holders of our Common Stock during any annual fiscal period, the conversion rate will be adjusted based on the following formula:

where,

CR 0	=	the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such dividend or distribution;
CR 1	=	the conversion rate in effect immediately after the open of business on the ex-dividend date for such dividend or distribution;
SP 0	=	the last reported sale price of our Common Stock on the trading day immediately preceding the ex-dividend date for such dividend or distribution; and
C	=	the amount in cash per share we distribute to holders of our Common Stock.

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(5) If we or any of our subsidiaries make a payment in respect of a tender offer or exchange offer for our Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the last reported sale price of our Common Stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the conversion rate will be increased based on the following formula:

where,

CR 0	=	the conversion rate in effect immediately prior to the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
CR 1	=	the conversion rate in effect immediately after the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
AC	=	the aggregate value of all cash and any other consideration (as determined by our board of directors) paid or payable for shares purchased in such tender or exchange offer;
OS 0	=	the number of shares of our Common Stock outstanding immediately prior to the date such tender or exchange offer expires;
OS 1	=	the number of shares of our Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and
SP 1	=	the average of the last reported sale prices of our Common Stock over the 10 consecutive trading-day period commencing on the trading day next succeeding the date such tender or exchange offer expires.

The adjustment to the conversion rate under the preceding paragraph will occur at the close of business on the tenth trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires; provided that in respect of any conversion within 10 trading days immediately following, and including, the expiration date of any tender or exchange offer, references with respect to 10 trading days shall be deemed replaced with such lesser number of trading days as have elapsed between the expiration date of such tender or exchange offer and the conversion date in determining the applicable conversion rate.

Except as stated herein, we will not adjust the conversion rate for the issuance of shares of our Common Stock or any securities convertible into or exchangeable for shares of our Common Stock or the right to purchase shares of our Common Stock or such convertible or exchangeable securities. If, however, the application of the foregoing formulas would result in a decrease in the conversion rate, no adjustment to the conversion rate will be made (other than as a result of share combination).

To the extent permitted by law and applicable trading market rules, we may, from time to time, increase the conversion rate for a period of at least 20 business days if our board of directors determines that such an increase would be in our best interests. Any such determination by our board of directors will be conclusive. We will give holders at least 15 business days’ notice of any increase in the conversion rate. In addition, we may increase the conversion rate if our board of directors deems it advisable to avoid or diminish any income tax to holders of Common Stock resulting from any distribution of Common Stock or similar event. We may also (but are not required to) increase the conversion rate to avoid or diminish income tax to holders of our Common Stock or rights to purchase shares of our Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.

With respect to any rights plan that we implement after the date of the New Convertible Note Indenture, to the extent that such rights plan is in effect upon conversion of the Notes into Common Stock, you will receive, in addition to the shares of Common Stock received in connection with such conversion, the rights under the rights plan with respect to such Common Stock, unless prior to any conversion, the rights have separated from our Common Stock, in which case, and only in such case, the conversion rate will be adjusted at the time of separation

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as if we distributed to all holders of our Common Stock, shares of our capital stock, evidences of indebtedness, assets, property, rights or warrants as described in clause (3) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

Notwithstanding any of the foregoing, the applicable conversion rate will not be adjusted:

· upon the issuance of any shares of our Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in shares of our Common Stock under any plan;

· upon the issuance of any shares of our Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries;

· upon the issuance of any shares of our Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the Notes were first issued;

· upon the exercise of up to 2.0 million warrants to purchase shares of our Common Stock that were issued in connection with the settlement of the class actions arising in connection with the investigation by the U.S. Attorney’s Office for District of New Hampshire into the Company’s now legacy premium finance business;

· upon the transfer of any life settlements to a subsidiary;

· for a change in the par value of our Common Stock; or

· for accrued and unpaid interest (including additional interest, if any).

Adjustments to the applicable conversion rate will be calculated to the nearest 1/10,000th of a share. We will not be required to make an adjustment in the conversion rate unless the adjustment would require a change of at least 1% in the conversion rate. However, we will carry forward any adjustments that are less than 1% of the conversion rate and make such carried forward adjustment, regardless of whether the aggregate adjustment is less than 1%, on the conversion date for any Notes.

Recapitalizations, Reclassifications and Changes of Our Common Stock

In the case of:

· any recapitalization, reclassification or change of our common stock (other than changes resulting from a subdivision or combination);

· a consolidation, merger or combination involving us; or

· a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of ours and our subsidiaries (other than a transfer of any life settlements or other assets to a subsidiary), or any statutory share exchange,

in each case, the result of which shares of our common stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof), then, at the effective time of the transaction, the right to convert each $1,000 principal amount of a Note, or each $1.00 denominated Note, will be changed into a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of common stock equal to the conversion rate prior to such transaction would have owned or been entitled to receive (the “reference property”) upon such transaction. If the transaction causes our common stock to be converted into the right to receive more

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than a single type of consideration (determined based in part upon any form of shareholder election), the reference property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of our common stock that affirmatively make such an election. We agreed in the New Convertible Note Indenture not to become a party to any such transaction unless its terms are consistent with the foregoing.

Certain Other Adjustments

Whenever any provision of the New Convertible Note Indenture requires us to calculate last reported sale prices over a span of multiple days, our board of directors will make appropriate adjustments to such prices, the conversion rate, or the amount due upon conversion to account for any adjustment to the conversion rate that becomes effective, or any event requiring an adjustment to the conversion rate where the record date of the event occurs, at any time during the period from which such prices are to be calculated.

Adjustment to Shares Delivered Upon Conversion Upon a Make-Whole Fundamental Change

If (i) a “fundamental change” (as defined below and determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (2) of the definition thereof) or (ii) we call the Notes for redemption as described under “—Optional Redemption by the Company”(either event, a “make-whole fundamental change”) that occurs prior to maturity and a holder elects to convert its Notes in connection with such make-whole fundamental change, we will, under certain circumstances, increase the conversion rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “additional shares”), as described below. A conversion of Notes will be deemed for these purposes to be “in connection with” a make-whole fundamental change described in clause (i) above if the notice of conversion of the Notes is received by the conversion agent from, and including, the effective date of the make-whole fundamental change up to, and including, the business day immediately prior to the related fundamental change purchase date (or, in the case of an event that would have been a fundamental change but for the proviso in clause (2) of the definition thereof, the 35th calendar day immediately following the effective date of such make-whole fundamental change). A conversion of Notes will be deemed for these purposes to be “in connection with” a make-whole fundamental change described in clause (ii) above if the notice of conversion of the Notes is received by the conversion agent from, and including, the date of issuance of a notice of redemption as described under “—Optional Redemption by the Company—Redemption Procedures,” for a provisional redemption described under “—Optional Redemption by the Company” up to the close of business on the third business day immediately preceding the relevant redemption date. In the event that a conversion of Notes occurs in connection with two concurrent make-whole fundamental changes under clauses (i) and (ii) above, a holder of any such Notes to be converted will be entitled to an increase in the conversion rate based on the first to occur effective date of such make-whole fundamental changes.

Upon surrender of Notes for conversion in connection with a make-whole fundamental change, we will deliver shares of our common stock as described under “—Conversion Rights—Payment Upon Conversion,” calculated based on the conversion rate as adjusted by the additional shares. However, if, at the effective time of such transaction, the reference property as described under “—Conversion Rights—Recapitalizations, Reclassifications and Changes of Our Common Stock” above is comprised entirely of cash, then, for any conversion of Notes following the effective date of such make-whole fundamental change, the conversion obligation will be calculated based solely on the “stock price” (as defined below) for the transaction and will be deemed to be an amount equal to the conversion rate (including any adjustment additional shares) multiplied by such stock price. In such event, the conversion obligation will be determined and paid to holders in cash on the third business day following the conversion date. We will notify holders of the effective date of any make-whole fundamental change referred to in clause (i) above and issue a press release announcing such effective date no later than five business days after such effective date.

The number of additional shares by which the conversion rate will be increased will be determined by reference to the table below, based on the date on which the make-whole fundamental change occurs or becomes effective (the “effective date”) and the price (the “stock price”) paid (or deemed paid) per share of our common stock in the fundamental change. If the holders of our common stock receive only cash in a make-whole fundamental change described in clause (2) of the definition of fundamental change, the stock price shall be the cash amount paid per share. Otherwise, the stock price shall be the average of the last reported sale prices of our common

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stock over the 10 trading-day period ending on, and including, the trading day immediately preceding the effective date of the make-whole fundamental change. In connection with a make-whole fundamental change triggered by a redemption of the Notes as described under “—Optional Redemption by the Company,” the effective date of such make-whole fundamental change will be the date on which we deliver notice of the redemption.

The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the conversion rate of the Notes is otherwise adjusted. The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the stock price adjustment and the denominator of which is the conversion rate as so adjusted. The number of additional shares will be adjusted in the same manner as the conversion rate as set forth under “—Conversion Rights—Conversion Rate Adjustments.”

The following table sets forth the number of additional shares to be received per $1,000 principal amount of Notes for each stock price and effective date set forth below:

				Stock Price
	$0.32	$1.00	$2.00	$3.00	$4.00	$5.00	$10.00	$20.00
04/01/17	2625.0000	575.9000	197.0000	107.4000	72.7750	55.2400	25.9400	12.8800
04/01/18	2625.0000	561.6000	179.0500	93.5000	62.2500	47.0000	22.1200	11.0050
04/01/19	2625.0000	547.1000	158.8500	78.0667	50.8500	38.2200	18.1100	9.0300
04/01/20	2625.0000	533.1000	135.6500	60.8000	38.5750	28.9600	13.9000	6.9000
04/04/21	2625.0000	520.1000	108.1000	41.3667	25.5250	19.3600	9.4800	4.7400
04/01/22	2625.0000	509.1000	72.8500	19.7333	12.3750	9.7200	4.8500	2.4250
04/01/23	2625.0000	500.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

The exact stock prices and effective dates may not be set forth in the table above, in which case:

· If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year.

· If the stock price is greater than $20.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate.

· If the stock price is less than $0.32 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate.

For any $1.00 denominated Note, the number of additional shares to be received per $1.00 denominated Note for each stock price and effective date will be the number corresponding to such stock price and effective date divided by 1,000.

Our obligation to satisfy the additional shares requirement could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.

Fundamental Change Permits Holders to Require Us to Purchase Notes

If a “fundamental change” (as defined below in this section) occurs at any time, you will have the right, at your option, to require us to purchase for cash any or all of your Notes, or any portion of the principal amount thereof, that is equal to $1,000 or a multiple of $1,000 for $1,000 denominated Notes or any even dollar amount of dollar denominated Notes. The price we are required to pay is equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest (including additional interest), if any, to, but excluding, the fundamental change purchase date (unless the fundamental change purchase date is after a record date and on or

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prior to the interest payment date to which such record date relates, in which case we will instead pay the full amount of accrued and unpaid interest (including any additional interest) to the holder of record on such record date and the fundamental change purchase price will be equal to 100% of the principal amount of the Notes to be purchased). The fundamental change purchase date will be a date specified by us that is not less than 20 or more than 35 calendar days following the date of our fundamental change notice as described below. Any Notes purchased by us will be paid for in cash.

A “fundamental change” will be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

(1) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than us, our subsidiaries and our and their employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of our common equity representing more than 50% of the voting power of our common equity;

(2) consummation of any share exchange, consolidation or merger of us, or any transaction or series of transactions pursuant to which our Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer (other than encumbrance) in one transaction or a series of transactions of all or substantially all of the consolidated assets of us and our subsidiaries, taken as a whole, to any person other than one of our subsidiaries; provided, however, that a transaction where the holders of all classes of our common equity immediately prior to such transaction that is a share exchange, consolidation or merger own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such event shall not be a fundamental change;

(3) the first day on which a majority of the members of our board of directors does not consist of “continuing directors”;

(4) our shareholders approve any plan or proposal for our liquidation or dissolution; or

(5) our Common Stock (or other common stock into which the Notes are then convertible) ceases to be listed or quoted on the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market, the NASDAQ Global Select Market, the NASDAQ Capital Market, the OTCQX and the OTCQB (or each of their respective successors) (each such market, a “trading market”).

A fundamental change as a result of clause (2) above will not be deemed to have occurred, however, (a) if 90% of the consideration received or to be received by our common shareholders, excluding cash payments for fractional shares, in connection with the transaction or transactions constituting the fundamental change consists of shares of common stock traded on a trading market or which will be so traded when issued or exchanged in connection with a fundamental change (these securities being referred to as “publicly traded securities”) and as a result of this transaction or transactions the Notes become convertible into such publicly traded securities, excluding cash payments for fractional shares, and (b) as a result of the consummation of the transactions contemplated by the Master Transaction Agreements or any of the other “Transaction Documents” (as defined in the Master Transaction Agreements).

“Continuing directors” means (i) individuals who on the date of original issuance of the Notes constituted our board of directors (ii) any new directors whose election to our board of directors or whose nomination for election by our shareholders was approved by at least a majority of our directors then still in office (or a duly constituted committee thereof), either who were directors on the date of original issuance of the Notes or whose election or nomination for election was previously so approved.

On or before the 20th calendar day after the occurrence of a fundamental change, we will provide to all holders of the Notes and the trustee, the conversion agent and paying agent a notice of the occurrence of the fundamental change and of the resulting purchase right. Such notice shall state, among other things:

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· the events causing a fundamental change;

· the date of the fundamental change;

· the last date on which a holder may exercise the repurchase right;

· the fundamental change purchase price;

· the fundamental change purchase date;

· the name and address of the paying agent and the conversion agent, if applicable;

· if applicable, the applicable conversion rate and any adjustments to the applicable conversion rate;

· if applicable, that the Notes with respect to which a fundamental change purchase notice has been delivered by a holder may be converted only if the holder withdraws the fundamental change purchase notice in accordance with the terms of the New Convertible Note Indenture; and

· the procedures that holders must follow to require us to purchase their Notes.

Simultaneously with providing such notice, we will publish a notice containing this information in a newspaper of general circulation in New York, New York, or publish the information on our website or through such other public medium as we may use at that time.

To exercise the purchase right, you must deliver, on or before the business day immediately preceding the fundamental change purchase date, the Notes to be purchased, duly endorsed for transfer, together with a written purchase notice and the form entitled “Form of Fundamental Change Purchase Notice” on the reverse side of the Notes duly completed, to the paying agent if the Notes are in certificated form. If the Notes are not in certificated form, you must comply with DTC’s procedures for tendering interests in global Notes. Your purchase notice must state:

· if certificated, the certificate numbers of your Notes to be delivered for purchase;

· the portion of the principal amount of Notes to be purchased, which must be $1,000 or a multiple thereof for $1,000 denominated Notes or any even dollar amount of denominated Notes; and

· that the Notes are to be purchased by us pursuant to the applicable provisions of the Notes and the New Convertible Note Indenture.

You may withdraw any purchase notice (in whole or in part) by a written notice of withdrawal delivered to the paying agent prior to the close of business on the business day prior to the fundamental change purchase date. The notice of withdrawal shall state:

· the principal amount of the withdrawn Notes;

· if certificated Notes have been issued, the certificate numbers of the withdrawn Notes, or if not certificated, your notice must comply with appropriate DTC procedures; and

· the principal amount, if any, which remains subject to the purchase notice.

We will be required to purchase the Notes on the fundamental change purchase date, subject to extension to comply with applicable law. You will receive payment of the fundamental change purchase price on the later of the fundamental change purchase date or the time of book-entry transfer or the delivery of the Notes. If the paying agent holds money or securities on the fundamental change purchase date sufficient to pay the fundamental change purchase price of Notes for which the holders have tendered and not withdrawn purchase notices, then:

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· such Notes will cease to be outstanding and interest (including additional interest, if any) will cease to accrue (whether or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the paying agent); and

· all other rights of the holder will terminate (other than the right to receive the fundamental change purchase price and previously accrued and unpaid interest (including additional interest, if any) upon delivery or transfer of the Notes).

In connection with any purchase offer pursuant to a fundamental change purchase notice, we will, if required:

· comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable; and

· file a Schedule TO or any other required schedule under the Exchange Act.

After a Note holder delivers a Fundamental Change Purchase Notice, Notes subject of such notice may not be converted unless either (i) such Fundamental Change Purchase Notice has first been validly withdrawn or (ii) there shall be a default in the payment of the Fundamental Change Purchase Price; provided that the conversion right with respect to such Notes shall terminate at the close of business on the date such default is cured and such Notes are purchased in accordance herewith.

No Notes may be purchased at the option of holders upon a fundamental change if there has occurred and is continuing an event of default with respect to the Notes other than an event of default that is cured by the payment of the fundamental change purchase price of the Notes.

The put rights of the holders of the Notes could discourage a potential acquirer from acquiring us. The fundamental change purchase feature, however, is not the result of management’s knowledge of any specific effort to obtain control of us by any means or part of a plan by management to adopt a series of anti-takeover provisions.

The term “fundamental change” is limited to specified transactions and may not include other events that might adversely affect our financial condition. In addition, the requirement that we offer to purchase the Notes upon a fundamental change may not protect holders in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

The definition of fundamental change includes a phrase relating to the sale, lease or other transfer (other than encumbrance) of “all or substantially all” of our consolidated assets. There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of the Notes to require us to purchase its Notes as a result of the conveyance, transfer, sale, lease or other disposition of less than all of our assets may be uncertain.

If a fundamental change were to occur, we may not have enough funds to pay the fundamental change purchase price. If we fail to purchase the Notes when required following a fundamental change, we will be in default under the New Convertible Note Indenture. In addition, we have, and may in the future incur, other indebtedness with similar change in control provisions permitting holders of our debt to accelerate or to require us to purchase our indebtedness upon the occurrence of similar events or on some specific dates.

Consolidation, Merger and Sale of Assets

The New Convertible Note Indenture provides that we will not consolidate with or merge into any other person or convey, lease or transfer (other than encumbrance) all or substantially all of our properties and assets to any person unless:

(1) the person formed by such consolidation or into which we are merged or the person which acquires by conveyance or transfer, or which leases all or substantially all of our properties and

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assets, shall (i) be a subsidiary or (ii) be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and shall expressly assume, by a supplemental indenture, executed and delivered to the trustee, all of our obligations under the Notes and the New Convertible Note Indenture;

(2) immediately after giving effect to such transaction, no default or event of default (each as defined in the New Convertible Note Indenture) shall have occurred and be continuing; and

(3) we shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this provision and that all conditions precedent provided for in the indenture relating to such transaction have been complied with.

Although these types of transactions are permitted under the New Convertible Note Indenture, certain of the foregoing transactions could constitute a “fundamental change” (as defined above) permitting each holder to require us to purchase the Notes of such holder as described above.

Events of Default

Each of the following is an event of default under the New Convertible Note Indenture:

(1) default in the payment of interest (including additional interest, if any) on any Note when the same becomes due and payable and such default continues for a period of 30 days;

(2) default in the payment of principal or fundamental change purchase price of any Note when the same becomes due and payable, whether at its stated maturity, upon acceleration, upon declaration or otherwise;

(3) failure to comply with our obligation to convert the Notes in accordance with the New Convertible Note Indenture upon exercise of a holder’s conversion right;

(4) failure to give a fundamental change notice when due;

(5) failure to purchase all or any part of the Notes in accordance with the provisions of “—Fundamental Change Permits Holders to Require Us to Purchase Notes;”

(6) failure to perform or observe any other covenant or agreement in the New Convertible Note Indenture with respect to the Notes (other than a covenant or agreement in respect of which our non-compliance would otherwise be an event of default) and such default or breach continues for a period of 60 consecutive days after written notice to us by the trustee or to us and the trustee by the “holders” (as defined in the New Convertible Note Indenture) of 25% or more in aggregate principal amount of the Notes then outstanding;

(7) an event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any of our indebtedness or indebtedness of our subsidiaries for money borrowed in excess of $20.0 million, whether such indebtedness now exists or shall hereafter be created, shall happen and shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not be rescinded or annulled, or such indebtedness shall not have been discharged, within a period of 30 days after there shall have been given, by registered or certified mail, to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the Notes then outstanding, a written notice specifying such event of default and requiring that such acceleration be rescinded or annulled or such indebtedness to be discharged;

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(8) a final judgment for the payment of $50.0 million or more (excluding any amounts covered by insurance) rendered against us or any significant subsidiary of ours, which judgment is not discharged or stayed within 60 days after (i) the date on which the right to appeal or petition for review thereof has expired if no such appeal or review has commenced, or (ii) the date on which all rights to appeal or petition for review have been extinguished; or

(9) certain events of bankruptcy, insolvency, receivership, rehabilitation or reorganization of us or any of our significant subsidiaries.

If an event of default, other than as described in the next sentence, occurs and is continuing, then, and in each and every such case, except for any Notes the principal of which shall have already become due and payable, either the trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding under the New Convertible Note Indenture, by notice in writing to us (and to the trustee if given by holders), may declare the entire principal amount of all the Notes, and the interest accrued on such Notes, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an event of default described in clause (9) occurs and is continuing with respect to us, then the principal amount of all the Notes then outstanding and interest accrued on such Notes (including additional interest), if any, shall be and become immediately due and payable, without any notice or other action by any holder or the trustee, to the full extent permitted by applicable law.

The provisions described in the paragraph above, however, are subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained as provided in the New Convertible Note Indenture, we will pay or will deposit with the trustee a sum sufficient to pay all matured installments of interest upon all the Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing to the trustee and its agents and counsel, and if any and all events of default under the New Convertible Note Indenture, other than the non-payment of the principal of Notes which New Convertible Note Indenture shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided in the indenture, then and in every such case the holders of a majority in aggregate principal amount of all the Notes then outstanding, by written notice to us and to the trustee, may rescind and annul such declaration and its consequences, but no such rescission and annulment will extend to or shall affect any subsequent default or shall impair any right consequent on such default.

Notwithstanding the foregoing, except as described below under the caption “—Registration Rights; Additional Interest,” the New Convertible Note Indenture provides that, to the extent we elect, the sole remedy for an event of default relating to (i) our failure to file with the trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, or (ii) our failure to comply with the similar covenant contained in the New Convertible Note Indenture and described below under the caption “—Reports,” will for the first 365 days after the occurrence of such an event of default consist exclusively of the right to receive additional interest on the Notes equal to 0.50% per annum of the principal amount of the Notes. If we so elect, such additional interest will be payable on all Notes outstanding on or before the date on which such event of default first occurs. On the 365th day after such event of default (if the event of default relating to the reporting obligations is not cured or waived prior to such 365th day), the Notes will be subject to acceleration as provided above. The provisions of the New Convertible Note Indenture described in this paragraph will not affect the rights of holders of Notes in the event of the occurrence of any other event of default. In the event we do not elect to pay the additional interest upon an event of default in accordance with this paragraph, the Notes will be subject to acceleration as provided above.

In order to elect to pay additional interest as the sole remedy during the first 365 days after the occurrence of an event of default relating to the failure to comply with the reporting obligations in accordance with the immediately preceding paragraph, we must notify all holders of record of Notes and the trustee and paying agent of such election on or before the close of business on the business day immediately prior to the date on which such event of default would occur. Upon our failure to timely give such notice or pay additional interest, the Notes will be immediately subject to acceleration as provided above.

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The holders of a majority in principal amount of the outstanding Notes may waive any past defaults (except with respect to nonpayment of principal or interest (including additional interest, if any), with respect to the failure to deliver the consideration due upon conversion, or with respect to any covenant or provision that cannot be modified or amended without the consent of all holders).

Subject to certain restrictions, the holders of at least a majority in aggregate principal amount of the Notes outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee. The New Convertible Note Indenture provides that in the event an event of default has occurred and is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs.

Subject to the provisions of the New Convertible Note Indenture relating to the duties of the trustee, if an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the New Convertible Note Indenture at the request or direction of any of the holders unless such holders have offered to the trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest (including additional interest, if any) when due, or the right to receive payment or delivery of the consideration due upon conversion, no holder of any Notes may institute any proceeding, judicial or otherwise, with respect to the New Convertible Note Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under the New Convertible Note Indenture, unless:

(i) such holder has previously given to the trustee written notice of a continuing event of default with respect to the Notes;

(ii) the holders of at least 25% in aggregate principal amount of outstanding Notes shall have made written request to the trustee to institute proceedings in respect of such event of default in its own name as trustee under the New Convertible Note Indenture;

(iii) such holder or holders have offered to the trustee indemnity or security satisfactory to it against any costs, liabilities or expenses (including fees and expenses of its counsel) to be incurred in compliance with such request;

(iv) the trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(v) during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding Notes have not given the trustee a direction that is inconsistent with such written request.

The New Convertible Note Indenture provides that if a default occurs and is continuing and is known to the trustee, the trustee must mail to each holder notice of the default within 90 days after it occurs. Except in the case of a default in the payment of principal of or interest (including additional interest, if any) on any Note or a default in the payment or delivery of the consideration due upon conversion, the trustee may withhold notice if and so long as a committee of trust officers of the trustee in good faith determines that withholding notice is in the interest of the holders.

Modification and Amendment

The New Convertible Note Indenture allows us and the trustee, with the consent of the holders of not less than a majority in principal amount of the outstanding Notes, to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the New Convertible Note Indenture or modifying the rights of the holders of the Notes. However, without the consent of the holders of all the outstanding Notes affected thereby, no supplemental indenture may:

(1) change the stated maturity of the principal of, or interest (including additional interest) on, any Note;

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(2) reduce the principal amount of, or the rate of interest (including additional interest) on, any Note;

(3) change any place of payment where, or the currency in which, any Notes or any interest thereon is payable;

(4) impair the right of any holder of a Note to receive payment of principal and interest (including additional interest) on such holder’s Notes when due or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;

(5) make any change that adversely affects the conversion rights of any holder of Notes;

(6) reduce the redemption price, purchase price or fundamental change purchase price of any Note or amend or modify in any manner adverse to the holders of Notes our obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(7) reduce the percentage in principal amount of the Notes, the consent of whose holders is required for a supplemental indenture, or the consent of whose holders is required for any waiver of compliance with various provisions of the indenture or various defaults thereunder and their consequences provided for in the indenture; or

(8) modify any of the foregoing provisions described in clause (7) above except to increase any such percentage or to provide that other provisions of the New Convertible Note Indenture cannot be modified or waived without the consent of the holder of each outstanding Note affected thereby.

We and the trustee may amend or supplement the New Convertible Note Indenture or the Notes without notice to or the consent of any holder to, among other things:

(1) add to our covenants for the benefit of the holders of the Notes or to surrender any right or power conferred upon us; and

(2) cure any ambiguity or make any other provisions that do not adversely affect the interests of the holders of the Notes in any material respect.

The consent of the holders is not necessary under the New Convertible Note Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance of such proposed amendment, supplement or waiver. After an amendment, supplement or waiver becomes effective, we shall give to the holders affected by such amendment, supplement or waiver a notice briefly describing such amendment, supplement or waiver. We will mail supplemental indentures to holders upon request. Any failure to mail such notice, or any defect in such notice, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Discharge

We may satisfy and discharge our obligations under the New Convertible Note Indenture by delivering to the registrar for cancellation all outstanding Notes or by depositing with the trustee or delivering to the holders, as applicable, after the Notes have become due and payable, whether at stated maturity, or any purchase date, or upon conversion or otherwise, cash and (in the case of conversion) shares of Common Stock, if applicable, sufficient to pay all of the outstanding Notes and paying all other sums payable under the New Convertible Note Indenture by us. Such discharge is subject to terms contained in the New Convertible Note Indenture.

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Calculations in Respect of Notes

We are responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the last reported sale prices of our Common Stock, accrued interest (including additional interest, if any) payable on the Notes and the conversion rate of the Notes. We will make all these calculations in good faith and, absent manifest error, our calculations will be final and binding on holders of Notes. We will provide a schedule of our calculations to each of the trustee and the conversion agent, and each of the trustee and conversion agent is entitled to rely conclusively upon the accuracy of our calculations without independent verification. The trustee will forward our calculations to any holder of Notes upon the request of that holder.

Reports

The New Convertible Note Indenture provides that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act must be filed by us with the trustee within 15 days after the same are required to be filed with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act).

We intend to file such reports with the SEC in electronic form pursuant to Regulation S-T of the SEC using the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system, which shall constitute delivery by us of such reports to the trustee in compliance with the provisions of the New Convertible Note Indenture. The trustee shall have no duty to search for or obtain any electronic or other filings that we make with the SEC, regardless of whether such filings are periodic, supplemental or otherwise.

Trustee

U.S. Bank National Association is the trustee, registrar, paying agent and conversion agent. U.S. Bank National Association in each of its capacities, including without limitation as trustee, registrar, paying agent and conversion agent, assumes no responsibility for the accuracy or completeness of the information concerning us or our affiliates or any other party contained in this document or the related documents or for any failure by us or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

The trustee or its affiliates may also provide other services to us in the ordinary course of their business. The New Convertible Note Indenture contains limitations on the rights of the trustee, if it or any of its affiliates is then our creditor, to obtain payment of claims in certain cases or to realize on certain property received on any claim as security or otherwise. The trustee and its affiliates will be permitted to engage in other transactions with us. However, if the trustee or any affiliate continues to have any conflicting interest and a default occurs with respect to the Notes, the trustee must eliminate such conflict or resign.

Governing Law

The New Convertible Note Indenture provides that it and the Notes are governed by, and construed in accordance with, the laws of the State of New York.

Book-entry and Clearance

The Global Notes

The Notes were initially issued in the form of one or more registered Notes in global form, without interest coupons (the “global notes”). Upon issuance, each of the global notes were deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures

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established by DTC ownership of beneficial interests in a global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and records maintained by DTC participants (with respect to other owners of beneficial interests in the global note).

Beneficial interests in global notes may not be exchanged for Notes in physical, certificated form except in the limited circumstances described below.

Book-entry Procedures for the Global Notes

All interests in the global notes will be subject to the operations and procedures of DTC. We provide the following summary of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by that settlement system and may be changed at any time. Neither we nor the trustee are responsible for those operations or procedures.

DTC has advised us that it is:

· a limited purpose trust company organized under the laws of the State of New York;

· a “banking organization” within the meaning of the New York State Banking Law;

· a member of the Federal Reserve System;

· a “clearing corporation” within the meaning of the Uniform Commercial Code; and

· a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the Notes represented by that global note for all purposes under the New Convertible Note Indenture. Except as provided below, owners of beneficial interests in a global note:

· will not be entitled to have Notes represented by the global note registered in their names;

· will not receive or be entitled to receive physical, certificated notes; and

· will not be considered the owners or holders of the Notes under the New Convertible Note Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the New Convertible Note Indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of Notes under the New Convertible Note Indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal and interest (including additional interest, if any) and of amounts due upon conversion with respect to the Notes represented by a global note will be made by the trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the trustee will have any responsibility or liability for the

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payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related Notes only if:

· DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 60 days;

· DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 60 days; or

· an event of default with respect to the Notes has occurred and is continuing.

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USE OF PROCEEDS

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares of Common Stock or Notes offered by this prospectus by the Selling Stockholders. The Selling Stockholders will receive all of the proceeds from this offering. However, we may receive proceeds from the cash exercise of the Warrants, which, if exercised for cash with respect to all 42,500,000 shares, would result in gross proceeds to us of approximately $8.5 million. We intend to use any net proceeds from any exercise of the Warrants for operating costs, working capital, and general corporate purposes. The amount and timing of our actual use of proceeds may vary significantly depending upon numerous factors, including the actual amount of proceeds we receive and the timing of when we receive such proceeds. There is no guarantee that the Warrants will be exercised in full or at all, or that the Warrants will be exercised for cash. Under certain conditions set forth in the Warrants, the Warrants are exercisable on a cashless basis. If all of the Warrants are exercised on a cashless basis, we would not receive any cash payment from the exercise of the Warrants.

DIVIDEND POLICY

We have never paid any cash dividends on our Common Stock, and we do not expect to pay any cash dividends on our Common Stock for the foreseeable future. We currently intend to retain any future earnings to finance our operations. Any future determination to pay cash dividends on our Common Stock will be at the discretion of our board of directors and will be dependent on our earnings, financial condition, operating results, capital requirements, any contractual, regulatory and other restrictions on the payment of dividends by us or by our subsidiaries to us, and other factors that our board of directors deems relevant.

We are a holding company and have no direct operations. Our ability to pay dividends in the future depends on the ability of our operating subsidiaries to pay dividends to us. Certain of our debt arrangements restrict our ability and the ability of certain of our special purpose subsidiaries to pay dividends and make other restricted payments to holders of our equity. In addition, future debt arrangements may contain certain prohibitions or limitations on the payment of dividends and other restricted payments.

SELLING STOCKHOLDERS

The Securities being registered for resale pursuant to this prospectus were issued, or became issuable, in connection with the respective transactions described above under “Prospectus Summary — The Private Placements and Exchange Offer.” We are filing the registration statement of which this prospectus is a part pursuant to the provisions of the registration rights agreements we entered into with the Selling Stockholders in connection with the Private Placement, Exchange Offer, and Additional Private Placement and in part pursuant to the terms of the indenture governing the Convertible Notes.

The following table sets forth, to our knowledge, certain information about the Selling Stockholders. The number and percentage of outstanding shares of common stock beneficially owned before the offering is based on 156,505,118 shares of common stock outstanding as of August 23, 2017, and is calculated on a fully diluted basis, assuming, in the case of the Warrants and the Notes, the issuance of all shares exercisable upon exercise of the Warrants and all shares issuable upon conversion of the Notes. The number and percentage of outstanding shares of Common Stock beneficially owned after the offering listed in the table below is calculated on a fully diluted basis and assumes, in the case of the Warrants and the Notes, the exercise of all of the Warrants and the conversion of all of the Notes into Common Stock. The number and percentage of outstanding shares of Common Stock beneficially owned after the offering listed in the table below also assumes that all of the Registrable Shares being offered by the Selling Stockholders are sold and that no additional shares of Common Stock are purchased by the Selling Stockholders prior to the completion of or in connection with this offering. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes shares of Common Stock with respect to which the Selling Stockholders have voting and investment power.

The Selling Stockholders may offer from time to time all or some or none of the Securities under this prospectus. We do not know how long the Selling Stockholders will hold the Securities before selling them, if ever, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale or other disposition of any of the Securities. The Selling Stockholders are not making any representation that any of the Securities covered by this prospectus will be offered for sale.

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The information set forth below is based on information obtained from the Selling Stockholders and on information in our possession regarding the issuance of the Registrable Shares, the Warrants and the Notes. Except as otherwise indicated in the footnotes below, based on representations made to us by the Selling Stockholders, none of the Selling Stockholders has or within the past three years has had, any position, office or other material relationship with us or any of our affiliates other than as a result of the Selling Stockholders’ beneficial ownership of our Common Stock. Information about the Selling Stockholders may change from time to time. Any changed information will be set forth in a pre-effective or post-effective amendment or a prospectus supplement, if required by applicable law.

	Beneficial Ownership Prior to Offering			Number of Shares of Common	Number of Shares of Common Stock Offered Upon	Number of Shares of Common Stock Offered Upon	Beneficial Ownership After Offering
Name of Selling Stockholder	Number of Shares	Percent		Stock Offered	Exercise of the Warrants	Conversion of the Notes	Number of Shares	Percent
EVERMORE GLOBAL VALUE FUND (1)	21,054,786	8.89	%	16,710,000	4,344,786	—	—	—
THE REGENTS OF THE UNIVERSITY OF MICHIGAN (2)	8,788,036	3.71	%	6,975,000	1,813,036	—	—	—
SIRIUS INTERNATIONAL INSURANCE CORPORATION (PUBL) (a/c xxx140) (3)	3,314,357	1.40	%	2,630,000	684,357	—	—	—
SIRIUS INTERNATIONAL INSURANCE CORPORATION (PUBL) (a/c xxx138) (4)	14,092,821	5.95	%	11,185,000	2,907,821	—	—	—
OPAL SHEPPARD OPPORTUNITIES FUND I LP (5)	11,400,000	4.81	%	10,000,000	1,400,000	—	—	—
MIMESIS CAPITAL PARTNERS LLC (6)	3,100,000	1.31	%	2,500,000	600,000	—	—	—
TIN-REZ CORP. (7)	5,000,000	2.11	%	5,000,000	—	—	—	—
INVESTCO I, LLC (8)	17,700,000	7.47	%	17,700,000	—	—	—	—
JSARCO, LLC(9)	20,895,038	8.82	%	7,320,038	13,575,000	—	—	—
PJC INVESTMENTS, LLC(10)	27,875,000	11.77	%	14,300,000	13,575,000	—	—	—
SPECIAL OPPORTUNITIES FUND, INC. (11)	4,969,498	2.10	%	1,693,671	640,000	1,603,449	1,032,378	*
OPPORTUNITY PARTNERS, LP (12)	3,208,670	1.35	%	1,068,261	236,000	1,011,356	893,053	*
FULL VALUE PARTNERS, LP (12)	2,961,808	1.25	%	981,879	232,000	929,575	818,354	*
MCM OPPORTUNITY PARTNERS, LP (12)	348,904	*		109,415	46,000	103,589	89,900	*
CALAPASAS WEST PARTNERS LP (12)	998,875	*		331,707	88,000	314,039	265,129	*
FULL VALUE SPECIAL SITUATIONS FUND, LP (12)	422,804	*		152,607	42,000	144,480	83,717	*
STEADY GAIN PARTNERS, LP (12)	1,822,125	*		608,131	180,000	575,737	458,257	*
MERCURY PARTNERS, LP (12)	1,178,309	*		377,201	136,000	357,110	307,998	*
NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP (13)	781,065	*		468,767	—	312,298	—	—
NANTAHALA CAPITAL PARTNERS II LIMITED PARTNERSHIP (14)	872,068	*		523,476	—	348,592	—	—
NANTAHALA CAPITAL PARTNERS SI, LP (15)	3,959,730	1.67	%	2,376,668	—	1,583,062	—	—
SILVER CREEK CS SAV, L.L.C. (16)	1,012,247	*		607,555	—	404,692	—	—
BLACKWELL PARTNERS LLC - SERIES A (17)	1,975,820	*		1,185,742	—	790,078	—	—
FORT GEORGE INVESMENTS, LLC (18)	6,242,300	2.63	%	3,746,694	—	2,495,606	—	—
NORTH STAR PARTNERS, L.P. (19)	11,581,191	4.89	%	5,182,947	—	4,906,847	1,491,397	*
ANDREW JONES (20)	12,116,294	5.11	%	262,500	—	272,603	1,491,397	*
RANGELEY CAPITAL PARTNERS II, LP (21)	950,150	*		306,500	—	643,650	—	—
RANGELEY CAPITAL SPECIAL OPPORTUNITIES FUND, LP (22)	54,250	*		17,500	—	36,750	—	—
RANGELEY CAPITAL PARTNERS, LP (23)	1,940,600	*		626,000	—	1,314,600	—	—
JOEL LUSMAN (24)	107,262	*		52,741	—	54,521	—	—
IRONSIDES P FUND L.P. (25)	14,636,848	6.18	%	—	1,413,206	13,223,642	—	—
IRONSIDES PARTNERS SPECIAL SITUATIONS MASTER FUND II L.P. (26)	5,039,485	2.13	%	—	586,794	4,452,691	75	*
INTEGRATED CORE STRATEGIES (US) LLC (27)	2,998,629	1.27	%	—	—	2,998,629	—	—
BRENNAN OPPORTUNITIES FUND I LP	12,500,000	5.28	%	12,500,000	—	—	—	—

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*Represents beneficial ownership of less than one percent.

(1) Includes 4,344,786 shares subject to issuance upon the exercise of Warrants. The securities are held by Evermore Global Advisors, LLC (“Evermore”) on behalf of its investment advisory client, Evermore Global Value Fund, a series of Evermore Funds Trust. Evermore has sole voting and dispositive control over such securities. Matthew Epstein is a senior analyst for Evermore and may be deemed a control person of Evermore. Mr. Epstein is a member of the Company’s Board of Directors.

(2) Includes 1,813,036 shares subject to issuance upon the exercise of Warrants. The securities are held by Evermore on behalf of its investment advisory client, The Regents of the University of Michigan. Evermore has sole voting and dispositive control over such securities. Matthew Epstein is a senior analyst for Evermore and may be deemed a control person of Evermore. Mr. Epstein is a member of the Company’s Board of Directors.

(3) Includes 684,357 shares subject to issuance upon the exercise of Warrants. The securities are held by Evermore on behalf of its investment advisory client, Sirius International Insurance Corporation (Publ) (a/c xxx140). Evermore has sole voting and dispositive control over such securities. Matthew Epstein is a senior analyst for Evermore and may be deemed a control person of Evermore. Mr. Epstein is a member of the Company’s Board of Directors.

(4) Includes 2,907,821 shares subject to issuance upon the exercise of Warrants. The securities are held by Evermore on behalf of its investment advisory client, Sirius International Insurance Corporation (Publ) (a/c xxx138). Evermore has sole voting and dispositive control over such securities. Matthew Epstein is a senior analyst for Evermore and may be deemed a control person of Evermore. Mr. Epstein is a member of the Company’s Board of Directors.

(5) Includes 1,400,000 shares subject to issuance upon the exercise of Warrants. James Hua is the Manager of OSO Management, LLC, which is the general partner of Opal Sheppard Opportunities Fund I LP. Mr. Hua

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has voting and dispositive control over such securities. Mr. Hua is a member of the Company’s Board of Directors.

(6) Includes 600,000 shares subject to issuance upon the exercise of Warrants.

(7) Antony Mitchell is an authorized officer of Tin-Rez Corp. and has voting and dispositive control over such securities. Mr. Mitchell is a member of the Company’s Board of Directors.

(8) Steven L. Key is the manager of InvestCo 1, LLC and has voting and dispositive control over such securities.

(9) Includes 13,575,000 shares subject to issuance upon the exercise of Warrants. Joseph E. Sarachek is the principal and manager of TopCo 1, LLC, which is the manager of JSARCo, LLC. Mr. Sarachek has voting and dispositive control over such securities. Mr. Sarachek is a member of the Company’s Board of Directors.

(10) Includes 13,575,000 shares subject to issuance upon the exercise of Warrants. Patrick J. Curry is the principal and manager of PJC Investments, LLC and has voting and dispositive control over such securities. Mr. Curry is the Chairman of the Company’s Board of Directors and the Interim Chief Executive Officer of the Company.

(11) Includes 640,000 shares subject to issuance upon the exercise of Warrants. Includes 1,603,449 shares subject to issuance upon conversion of the Notes. Bulldog Investors, LLC (“BI”) has voting and dispositive control with respect to such securities. Phillip Goldstein, Andrew Dakos and Steven Samuels are principals of BI and have voting and dispositive control over such securities. Mr. Dakos is a member of the Company’s Board of Directors and Mr. Golstein served as a member of the Company’s Board of Directors from August 2012 to July 2017.

(12) Includes a proportionate amount of the 960,000 shares subject to issuance upon the exercise of Warrants by each such respective fund. Includes a proportionate amount of the 3,435,886 shares subject to issuance upon conversion of the Notes by each such respective fund. BI has sole voting and dispositive control with respect to such securities. Phillip Goldstein, Andrew Dakos and Steven Samuels are principals of BI and of the general partners of each of such investment fund, and are limited partner in certain such funds, and have voting and dispositive control over such securities. Mr. Dakos is a member of the Company’s Board of Directors and Mr. Golstein served as a member of the Company’s Board of Directors from August 2012 to July 2017.

(13) Includes 312,298 shares subject to issuance upon the conversion of the Notes. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of securities on behalf of this entity as a General Partner, Sub-Adviser, or Investment Manager and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owner or Selling Stockholder that it is the beneficial owner of these shares of common stock or warrants for purposes of Section 13(d) of the Exchange Act or any other purpose.

(14) Includes 348,592 shares subject to issuance upon the conversion of the Notes. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of securities on behalf of this entity as a General Partner, Sub-Adviser, or Investment Manager and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owner or Selling Stockholder that it is the beneficial owner of these shares of common stock or warrants for purposes of Section 13(d) of the Exchange Act or any other purpose.

(15) Includes 1,583,062 shares subject to issuance upon the conversion of the Notes. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of securities on behalf of this entity as a General Partner, Sub-Adviser, or Investment Manager and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owner or Selling Stockholder that it is the beneficial owner of these shares of common stock or warrants for purposes of Section 13(d) of the Exchange Act or any other purpose.

(16) Includes 404,692 shares subject to issuance upon the conversion of the Notes. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of securities on behalf of this entity as a General Partner, Sub-Adviser, or Investment Manager and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owner or Selling Stockholder that it is the beneficial owner of these shares of common stock or warrants for purposes of Section 13(d) of the Exchange Act or any other purpose.

(17) Includes 790,078 shares subject to issuance upon the conversion of the Notes. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of securities on behalf of this entity as a General Partner, Sub-Adviser, or Investment Manager and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owner or Selling Stockholder that it is the beneficial owner of these shares of common stock or warrants for purposes of Section 13(d) of the Exchange Act or any other purpose.

(18) Includes 2,495,606 shares subject to issuance upon the conversion of the Notes. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of securities on behalf of this entity as a General Partner, Sub-Adviser, or Investment Manager and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owner or Selling Stockholder that it is the beneficial owner of these shares of common stock or warrants for purposes of Section 13(d) of the Exchange Act or any other purpose.

(19) Includes 4,906,847 shares subject to issuance upon the conversion of the Notes. Andrew Jones is the managing member of NS Advisors, LLC, which is the general partner of North Star Partners, L.P. and has voting and dispositive control over such securities.

(20) Includes 272,603 shares subject to issuance upon the conversion of the Notes. Includes 1,491,397 shares beneficially owned by North Star Partners, L.P. Andrew Jones is the managing member of NS Advisors, LLC, which is the general partner of North Star Partners, L.P. and has voting and dispositive control over such securities.

(21) Includes 643,650 shares subject to issuance upon the conversion of the Notes.

(22) Includes 36,750 shares subject to issuance upon the conversion of the Notes.

(23) Includes 1,314,600 shares subject to issuance upon the conversion of the Notes.

(24) Includes 54,521 shares subject to issuance upon the conversion of the Notes.

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(25) Includes 1,413,206 shares subject to issuance upon the exercise of Warrants. Includes 13,223,642 shares subject to issuance upon conversion of the Notes. Robert Knapp is the sole manager of the general partner of Ironsides P Fund L.P. and has voting and dispositive control over such securities. Mr. Knapp is a member of the Company’s Board of Directors.

(26) Includes 586,794 shares subject to issuance upon the exercise of Warrants. Includes 4,452,691 shares subject to issuance upon conversion of the Notes. Includes 75 shares subject to issuance upon conversion of the 8.50% Senior Unsecured Convertible Notes due 2019 issued by the Company. Robert Knapp is the sole managing member and sole owner of the sole member and manager of the general partner of Ironsides Partners Special Situations Master Fund II L.P. and has voting and dispositive control over such securities. Mr. Knapp is a member of the Company’s Board of Directors.

(27) Includes 2,998,629 shares subject to issuance upon the conversion of the Notes.

PLAN OF DISTRIBUTION

We are registering 207,918,483 s hares of Common Stock and $75,836,966 in aggregate principal amount of our Notes under this prospectus on behalf of the Selling Stockholders. The Selling Stockholders will pay any brokerage commissions and similar selling expenses attributable to the sale of the Registrable Shares and the Notes. We will not receive any of the proceeds from the sale of the Registrable Shares or the Notes by the Selling Stockholders. However, we may receive proceeds from the cash exercise of the Warrants, which, if exercised for cash with respect to all 42,500,000 shares of Common Stock, would result in gross proceeds to us of approximately $8.5 million. If all of the Warrants are exercised in a cashless exercise, we will not receive any proceeds from the exercise of the Warrants.

These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the Selling Stockholders gift, pledge or otherwise transfer the Registrable Shares or Notes offered hereby, such transferees may offer and sell the Registrable Shares or Notes from time to time under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act to include the name of such transferee in the list of Selling Stockholders under this prospectus.

The Selling Stockholders may use any one or more of the following methods when disposing of Registrable Shares, Notes or interests therein: ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades in which the broker-dealer will attempt to sell the Registrable Shares or Notes as agent, but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer as principal and resale by the broker-dealer for its account; an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; short sales; through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; broker-dealers may agree with the Selling Stockholders to sell a specified number of such Registrable Shares or Notes at a stipulated price; a combination of any such methods of sale; and any other method permitted pursuant to applicable law.

The Selling Stockholders may, from time to time, pledge or grant a security interest in some or all of the Registrable Shares or Notes owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Registrable Shares of Common Stock or the Notes, as applicable, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus.

In connection with the sale of the Registrable Shares, Notes or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Registrable Shares or the Notes in the course of hedging the positions they assume. The Selling Stockholders may also sell Registrable Shares or Notes short and deliver these securities to close out their short positions, or loan or pledge the Registrable Shares or Notes to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Registrable Shares or Notes offered by this prospectus, which Registrable Shares or

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Notes such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the Selling Stockholders from the sale of the Registrable Shares or Notes offered by them will be the purchase price of the Registrable Shares or Notes less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Registrable Shares or Notes to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants.

To the extent required, the Registrable Shares of our Common Stock or our Notes to be sold, the names of the Selling Stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the Securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Stockholder and/or the Purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired the Securities subject to this Registration Statement in the ordinary course of such Selling Stockholder’s business and, at the time of its purchase of such Securities such Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such Securities.

In order to comply with the securities laws of some states, if applicable, the Registrable Shares or the Notes may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Registrable Shares or the Notes may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Registrable Shares or the Notes in the market and to the activities of the Selling Stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholders for the purpose of satisfying any applicable prospectus delivery requirements of the Securities Act.

We have agreed to indemnify the Selling Stockholders against certain liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the Registrable Shares and the Notes offered by this prospectus.

The Selling Stockholders and any broker-dealers that act in connection with the sale of the Registrable Shares or the Notes may be deemed to be “underwriters” as the term is defined in Section 2(11) of the Securities Act. Consequently, any commissions received by these broker-dealers and any profit on the resale of the Registrable Shares or the Notes sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act.

The Selling Stockholders also may resell all or a portion of the Registrable Shares or the Notes in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and satisfy the requirements of that rule.

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LEGAL MATTERS

The validity of our Common Stock and our Notes offered by this prospectus will be passed upon for us by Holland & Knight LLP in Tysons, Virginia.

EXPERTS

The audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting which are incorporated by reference in this prospectus and elsewhere in this Registration Statement of which this prospectus forms a part have been incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and periodic reports and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference room.

All of our filings with the SEC are also available at no cost on our website, www.emergentcapital.com. In addition, you may request a copy of these filings at no cost, by writing us at Emergent Capital, Inc., Secretary, at 5355 Town Center Road, Suite 701, Boca Raton, Florida 33486 or by calling us at (561) 995-4200.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We have incorporated by reference into this prospectus information that we have filed with the SEC, which means we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus. The following documents filed with the SEC are incorporated by reference in this prospectus:

· Our Annual Report on Form 10-K, for the fiscal year ended December 31, 2016;

· Our definitive proxy statement, filed on June 9, 2017;

· Our Current Reports on Form 8-K, as filed with the SEC on January 4, 2017, January 24, 2017, February 3, 2017, two separate Current Reports on Form 8-K each filed March 17, 2017, March 21, 2017, and April 12, 2017, one Current Report on Form 8-K filed May 15, 2017 (Document 17843510), June 21, 2017, June 22, 2017, June 27, 2017, June 29, 2017, August 1, 2017, August 14, 2017, and August 15, 2017 (excluding the information furnished under Items 2.02 and 7.01 that may be contained therein);

· Our Quarterly Report on Form 10-Q filed on May 15, 2017; and

· Our Quarterly Report on Form 10-Q filed on August 14, 2017.

We also incorporate by reference into this prospectus all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 (unless we expressly state otherwise) of Form 8-K and exhibits filed on such form that are related to such Items) that are subsequently filed by us the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offer of securities made by this prospectus (including documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectiveness of the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Report on Form 8-K, as well as proxy statements. Any statement contained in a document that is incorporated by reference in this prospectus will be modified or superseded for all purposes to the extent that a statement contained in this prospectus modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded.

Except as set forth above in this “Incorporation of Certain Information by Reference”, no other information, including any information on our website (other than our filings with the SEC), is incorporated by reference into this prospectus. For additional information on requesting copies of any or all of the reports or documents that have been

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incorporated by reference into this prospectus, see the section in this offering entitled “Where You Can Find Additional Information.”

You may request a free copy of any document incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in this prospectus) by writing to us at Emergent Capital, Inc., Secretary, at 5355 Town Center Road, Suite 701, Boca Raton, Florida 33486 or by calling us at (561) 995-4200.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary of the material United States federal income tax consequences of the purchase, ownership, conversion, and other disposition of the Notes and our Common Stock. This summary is based upon the U.S. Internal Revenue Code, as amended (the “Code”), its legislative history, existing and proposed Treasury Regulations thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change or differing interpretations, possibly with retroactive effect. This summary does not discuss all aspects of United States federal income taxation which may be important to particular investors in light of their individual circumstances, some of which may be subject to special tax rules that differ significantly from those summarized below, such as:

· holders subject to the alternative minimum tax;

· banks, insurance companies or other financial institutions;

· tax-exempt organizations;

· regulated investment companies;

· real estate investment trusts;

· dealers in securities, commodities or foreign currencies;

· traders in securities that elect to use a market-to-market method of accounting for their securities holdings;

· foreign persons or entities (except to the extent set forth below);

· S-corporations, partnerships or other pass-through entities (except to the extent specifically set forth below);

· expatriates and certain former citizens or long-term residents of the United States;

· U.S. Holders (as defined below) whose “functional currency” is not the United States dollar; or

· persons holding Notes or the Common Stock as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes.

In addition, this summary does not discuss any consequences under estate or gift tax laws or foreign, state, or local tax considerations. This summary applies only to investors who purchase the Notes and Common Stock and hold their Notes and Common Stock as “capital assets,” each as determined for United States federal income tax purposes.

The IRS has issued regulations under Section 385 of the Code that in certain circumstances treat a financial instrument that otherwise would be treated as debt for U.S. federal tax purposes as equity of the issuer of such financial instrument during periods in which such financial instrument is held by certain person related to such issuer. The discussion below assumes that Section 385 of the Code will not apply to treat the Notes as equity for U.S. federal tax purposes. Noteholders should consult with their own tax advisors regarding the effect, if any, of the Section 385 regulations on them.

THIS SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY ARISING UNDER UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE

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LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

CLASSIFICATION OF HOLDER

For purposes of this summary, a “U.S. Holder” is a beneficial owner of a Note or Common Stock that is, for United States federal income tax purposes:

· an individual who is a citizen or resident of the United States;

· a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the law of, the United States or any state or political subdivision thereof;

· an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

· a trust: (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust; or (B) that was in existence on August 20, 1996, was treated as a United States person on the previous day, and elected to continue to be so treated.

A beneficial owner of a Note or Common Stock that is not (i) a U.S. Holder or (ii) an entity or arrangement treated as a partnership for United States federal income tax purposes is referred to herein as a “Non-U.S. Holder.”

If a partnership (including any entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial owner of a Note or Common Stock, whether purchased directly or received as a result of the exercise of a Warrant or the conversion of a Note, the treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A holder of Notes or Common Stock that is a partnership and partners in such partnership should consult their tax advisors about the United States federal income tax consequences of holding and disposing of Notes and Common Stock, as the case may be.

CONSEQUENCES TO U.S. HOLDERS

Ownership of Notes

The following is a summary of the material United States federal income tax consequences that will apply to you if you are a U.S. Holder of the Notes.

Contingent Payment Debt Instruments. As described in the heading “Description of Notes—Events of Default”, we may be obligated to pay amounts in excess of stated interest and principal on the Notes in certain events. We intend to take the position that the Notes should not be treated as “contingent payment debt instruments” because of the possibility of such additional payments is remote. This position is based, in part, on the belief that, as of the date of the issuance of the Notes, the possibility that such additional amounts will have to be paid was a “remote” contingency within the meaning of the applicable Treasury Regulations. Assuming such position is respected, any such additional amounts paid to U.S. Holders pursuant to any such event would be taxable as additional amounts at the time the payments are received or accrued, in accordance with the U.S. Holder’s method of accounting for United States federal income tax purposes. Our determination that these contingencies are “remote” is binding on U.S. Holders unless they disclose a contrary position in the manner required by applicable Treasury Regulation.

Our determination that the Notes are not contingent payment debt instruments is not binding on the IRS. If the IRS were to successfully challenge our determination and the Notes were treated as contingent payment debt instruments, U.S. Holders would be required, among other things: (i) to accrue interest income based on a projected payment schedule and comparable yield determined pursuant to the applicable Treasury Regulations, which may be at a higher rate than the stated interest rate on the Notes, regardless of the holder’s method of tax accounting;

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(ii) treat as ordinary income, rather than capital gain, any gain recognized on a sale, exchange or redemption of a Note; and (iii) treat the entire amount of gain realized upon a conversion of Notes as taxable.

Payments of Qualified Stated Interest. Qualified stated interest generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate. The cash interest payable on the Notes generally will be qualified stated interest and will be taxed to a U.S. Holder as ordinary income at the time it is paid or accrued in accordance with such holder’s method of accounting for U.S. federal income tax purposes. If the issue price of the Notes was less than their stated principal amount on the issue date and the difference was more than a de minimis amount (as set forth in the applicable Treasury Regulations), U.S. Holders will be required to include the difference in income as original issue discount (OID) as it accrues in accordance with a constant yield method. The Company has taken the position that any difference between the issue price of the Notes and their stated principal amount was a de minimis amount and that the Notes were not be issued with OID for United States federal income tax purposes.

Notes Purchased at a Discount. A U.S. Holder will be treated as purchasing a Note at a market discount, and the Note will be a market discount Note if:

1. the U.S. Holder purchases the Note for less than its issue price; and

2. the difference between the Note’s stated redemption price at maturity and the price paid for the Note is equal to or greater than 1/4 of 1 percent of the Note’s stated redemption price at maturity, multiplied by the number of complete years to the Note’s maturity.

If a Note’s stated redemption price at maturity exceeds the price paid for the Note by less than 1/4 of 1 percent multiplied by the number of complete years to the Note’s maturity, the excess constitutes de minimis market discount, and the rules discussed below are not applicable. A U.S. Holder must treat any gain recognized on the maturity or disposition of a market discount Note as ordinary income to the extent of the accrued market discount on the Note. Alternatively, a U.S. Holder may elect to include market discount in income currently over the life of the Note. If a U.S. Holder makes this election, it would apply to all debt instruments with market discount that the U.S. Holder acquires on or after the first day of the first taxable year to which the election applies. A U.S. Holder may not revoke this election without the consent of the IRS. If a U.S. Holder owns a market discount Note and does not make this election, the U.S. Holder would generally be required to defer deductions for interest on borrowings allocable to the Note in an amount not exceeding the accrued market discount on the Note until the maturity or disposition of the Note. If a U.S. Holder owns a market discount Note, the market discount would accrue on a straight-line basis unless an election is made to accrue market discount using a constant-yield method. If a U.S. Holder makes this election, it would apply only to the Note with respect to which it is made and the U.S. Holder may not revoke it. A U.S. Holder would, however, not include accrued market discount in income unless the U.S. Holder elects to do so as described above.

Notes Purchased at a Premium. If a U.S. Holder purchases a Note for an amount that exceeds its stated redemption price at maturity, the U.S. Holder generally may elect to treat the excess as amortizable bond premium. If a U.S. Holder makes this election, the U.S. Holder would reduce the amount required to be included in the U.S. Holder’s income each year with respect to interest on the Note by the amount of amortizable bond premium allocable to that year, based on a constant yield method. If a U.S. Holder makes an election to amortize bond premium, it would apply to all debt instruments, other than debt instruments the interest on which is excludible from gross income, that the U.S. Holder holds at the beginning of the first taxable year to which the election applies or that the U.S. Holder thereafter acquires, and the U.S. Holder may not revoke it without the consent of the IRS.

Sale, Exchange, Redemption or other Taxable Disposition of Notes. Except as provided above in “—Notes Purchased at a Discount” and below in “—Conversion of Notes,” U.S. Holders generally will recognize capital gain or loss upon the sale, exchange, redemption or other taxable disposition of a Note in an amount equal to the difference between: (i) the sum of the cash plus the fair market value of all other property received on such disposition (except to the extent such cash or property is attributable to accrued but unpaid interest not previously included in income, which generally will be taxable as ordinary income); and (ii) the U.S. Holder’s adjusted tax basis in the Note. Under current law, for a non-corporate U.S. Holder, including an individual, who has held the

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Note for more than one year at the time of disposition, such capital gain generally will be subject to tax at a maximum rate of 20%. A U.S. Holder’s ability to deduct capital losses may be limited.

Conversion of Notes

Conversion into Cash. If a U.S. Holder receives solely cash in exchange for the Notes upon conversion, the U.S. Holder’s gain or loss will be determined in the same manner as if the U.S. Holder disposed of the Notes in a taxable disposition (as described above under “—Sale, Exchange, Redemption, or other Taxable Disposition of Notes”).

Conversion into Common Stock. Upon the conversion of the Notes into our Common Stock (except for cash in lieu of a fractional share), U.S. Holders generally will not recognize gain or loss on the conversion, other than with respect to cash received in lieu of a fractional share, which will be treated as described below, and other than amounts attributable to accrued interest, which will be taxable as such. A U.S. Holder’s basis in the shares of Common Stock received upon conversion of the Notes (other than Common Stock attributable to accrued interest, the tax basis of which will equal the amount of accrued interest with respect to which the Common Stock is received) will be equal to the U.S. Holder’s aggregate tax basis in the Notes converted, less any portion allocable to cash received in lieu of a fractional share. The holding period of the shares of Common Stock received by the holder upon conversion of the Notes generally will include the period during which the holder held the Notes prior to the conversion, except that the holding period of any Common Stock received with respect to accrued interest will commence on the day after the date of receipt. Cash received in lieu of a fractional share of Common Stock will be treated as a payment in exchange for the fractional share and will result in capital gain or loss in an amount equal to the difference between the amount of cash received and the amount of tax basis allocable to the fractional share for which payment is received.

If a U.S. Holder converts the U.S. Holder’s Notes between a record date for an interest payment and the interest payment date and consequently is required to pay upon surrender of the U.S. Holder’s Notes for conversion an amount equal to the amount of the interest payment to be received by the U.S. Holder, as described in “Description of Notes—Conversion Rights,” the U.S. Holder should consult the U.S. Holder’s own tax advisors concerning the appropriate treatment of such payments.

Conversion into our Common Stock and Cash. If a U.S. Holder receives a combination of cash and our Common Stock in exchange for the Notes upon conversion, we intend to take the position that the conversion should be treated as a “recapitalization” for United States federal income tax purposes. In this case, gain, but not loss, will be realized in an amount equal to the excess of the fair market value of our Common Stock and cash received (other than amounts attributable to accrued interest, which will be taxable as such) over the U.S. Holder’s tax adjusted basis in the Note, but such gain will only be recognized to the extent of such cash received (excluding cash attributable to accrued interest or received in lieu of a fractional share).

The amount of gain or loss recognized on the receipt of cash in lieu of a fractional share will be equal to the difference between the amount of cash the U.S. Holder receives in respect of the fractional share and the portion of the U.S. Holder’s tax basis in the Note that is allocable to the fractional share. Any gain recognized on conversion generally will be capital gain and will be long-term capital gain if, at the time of the conversion, the Note has been held for more than one year.

The adjusted tax basis of our Common Stock received upon a conversion (other than our Common Stock attributable to accrued interest, the tax basis of which will equal their fair market value) will equal the tax basis of the New Unsecured Note that was converted (excluding the portion of the tax basis that is allocable to any fractional share), reduced by the amount of any cash received (other than cash received in lieu of a fractional share or cash attributable to accrued interest), and increased by the amount of gain, if any, recognized (other than with respect to a fractional share).

A U.S. Holder’s holding period for our Common Stock will include the period during which it held the Notes except that the holding period of any Common Stock received with respect to accrued interest will commence on the day after the date of receipt.

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Alternative treatments of the conversion of the Notes into cash and Common Stock are possible. For example, the conversion of a Note into cash and our Common Stock may instead be treated for United States federal income tax purposes as in part a conversion into our Common Stock and in part a payment in redemption of a portion of the Note.

U.S. Holders should consult their tax advisors regarding the tax treatment of the receipt of cash and our Common Stock in exchange for the Notes upon conversion, including any alternative treatments.

Consolidation, Merger and Sale of Assets. Under certain circumstances described under the heading “Description of Notes—Consolidation, Merger and Sale of Assets,” our obligations under the Notes and the indenture may be assumed by another person. An assumption by another person of our obligations under the Notes and the indenture might be deemed for United States federal income tax purposes to be an exchange by a holder of the Notes for new notes, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holder. U.S. Holders should consult their own tax advisor regarding the tax consequences of such an assumption.

Constructive Dividends. The conversion rate of the Notes will be adjusted in certain circumstances, as described in “Description of Notes—Conversion Rights.” Adjustments that have the effect of increasing the proportionate interest of a holder of our Notes in our assets or earnings and profits may in some circumstances result in a deemed distribution to the holder for United States federal income tax purposes.

Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula that have the effect of preventing the dilution of the interest of the holders of the Notes, however, generally will not be considered to result in a deemed distribution to a holder of the Notes. Certain of the possible conversion rate adjustments provided in the Notes (including, without limitation, adjustments in respect to taxable dividends to holders of our Common Stock and adjustments to the conversion rate upon certain fundamental changes) may not qualify as being pursuant to a bona fide reasonable adjustment formula. If such an adjustment is made and does not so qualify, a holder of a Note generally will be deemed to have received a distribution even if the holder has not received any cash or property as a result of the adjustment. In certain circumstances, such as in connection with stock dividends, the failure to adjust the conversion rate may result in a taxable distribution to holders of our Common Stock. Any deemed distribution will be taxable as a dividend, return of capital, or capital gain in accordance with the description below under “Dividends on Common Stock.” It is not clear whether a constructive dividend deemed paid to a holder of our Notes would be eligible for the preferential rates of United States federal income tax applicable in respect of certain dividends. It is also unclear whether corporate holders would be entitled to claim a dividends-received deduction with respect to any such constructive dividends. Because a constructive dividend deemed received by a holder of the Notes would not give rise to any cash from which any applicable withholding tax could be satisfied, if we paid backup withholding taxes on behalf of a holder (because the holder failed to establish an exemption from backup withholding taxes), we could, at our option, set-off any such payment against payments of cash on, and Common Stock deliverable with respect to, the Notes.

Dividends on Common Stock. If a U.S. Holder has converted the holder’s Notes into our Common Stock, then upon our distribution of cash or other property on such stock, such distributions will generally be treated as dividends to the U.S. Holder to the extent of our current or accumulated earnings and profits as determined under United States federal income tax principles at the end of the tax year of the distribution, then as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in the Common Stock, and thereafter as gain from the sale or exchange of that stock. Eligible dividends will be subject to tax to a non-corporate holder at the special reduced rate generally applicable to long-term capital gains. A holder will be eligible for this reduced rate only if the holder has held our Common Stock for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. Dividends received by corporate holders may be eligible for a dividends-received deduction, subject to applicable limitations.

U.S. Holders should consult their tax advisors regarding the holding period and other requirements that must be satisfied in order to qualify for the dividends-received deduction and the reduced tax rate on dividends.

Disposition of Common Stock. Upon the sale or other disposition of our Common Stock received on conversion of a Note, a holder will generally recognize capital gain or loss equal to the difference between: (i) the

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amount of cash and the fair market value of any property received upon the sale or exchange; and (ii) the holder’s adjusted tax basis in our Common Stock. That capital gain or loss will be long-term if the holder’s holding period in respect of such stock is more than one year. Long-term capital gains generally will be subject to tax at a maximum rate of 20% for non-corporate holders. The deductibility of capital losses is subject to limitations.

Tax on Net Investment Income. Certain U.S. Holders who are individuals, estates or trusts will be subject to a 3.8% tax on all or a portion of their “net investment income,” which would generally include all or a portion of their interest on Notes and dividends on shares of our Common Stock and net gains from the disposition of Notes and shares of our Common Stock. U.S. Holders that are individuals, estates or trusts should consult their tax advisors regarding the applicability of the net investment income tax to any of their income or gains in respect of Notes and shares of our Common Stock.

CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of certain material United States federal income tax consequences that will apply to you if you are a Non-U.S. Holder of our Notes or Common Stock. Special rules may apply to certain Non-U.S. Holders such as “controlled foreign corporations” and “passive foreign investment companies.” Such entities should consult their tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

Ownership of Notes and Common Stock

Interest Income. Interest paid to a Non-U.S. Holder will not be subject to United States federal income or withholding tax if the interest is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States, and the Non-U.S. Holder:

· does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote;

· is not a “controlled foreign corporation” with respect to which we are, directly or indirectly, a “related person” within the meaning of the Code;

· is not a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

· (1) provides its name and address, and certifies, under penalties of perjury, that it is not a United States person (which certification may be made on an applicable IRS Form W-8 (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable United States income tax treaty); or (2) a securities organization, bank, or other financial institution that holds customers’ securities in the ordinary course of its business holds the New Unsecured Note on the Non-U.S. Holder’s behalf and certifies, under penalties of perjury, that is has received an appropriate IRS Form W-8BEN from the Non-U.S. Holder or from another qualifying financial institution intermediary, and, in certain circumstances, provides a copy of the appropriate IRS Form W-8BEN. If a non-U.S. Holder holds Notes through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable Treasury Regulations.

If a Non-U.S. Holder not qualify for an exemption under the rules described above, interest on the Notes may be subject to withholding tax at a rate of 30% (or lower applicable treaty rate) at the time such interest is paid. If a Non-U.S. Holder is engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, the Non-U.S. Holder will be subject to United States federal income tax on that interest on a net income basis (although the Non-U.S. Holder will be exempt from the 30% withholding tax, so long as the Non-U.S. Holder provides a properly executed IRS Form W-8ECI (or successor form)) in the same manner as if the non-U.S. Holder were a United States person as defined under the Code, except as otherwise provided by an applicable United States income tax treaty. In addition, Non-U.S. Holders that are foreign corporations may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of the

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Non-U.S. Holder’s earnings and profits for the taxable year, subject to adjustments, that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. For this purpose, interest will be included in the earnings and profits of such foreign corporation. To claim the benefit of a tax treaty, the Non-U.S. Holder must provide a properly executed IRS Form W-8BEN before the payment of interest and may be required to obtain a United States taxpayer identification number and provide documentary evidence issued by foreign governmental authorities to prove residence in the foreign country.

Additional Interest. As described in the heading “Description of Notes—Events of Default” and “—Registration Rights; Additional Interest,” upon certain events we may be obligated to pay amounts in excess of stated interest and principal on the Notes. We intend to treat any amounts paid to holders pursuant to any such event as interest on the Notes and accordingly such payment would be subject to the rules described immediately above under “—Consequences to Non-U.S. Holders—Interest Income.”

Sale, Exchange, Redemption or Other Taxable Disposition of Notes. Any gain realized upon the sale, exchange, redemption or other taxable disposition of the Notes (including gain realized due to the conversion of a Note for cash or cash and our Common Stock, see above “—Consequences to U.S. Holders—Conversion of Notes” generally will not be subject to United States federal income tax unless:

· that gain is effectively connected with the conduct of a trade or business in the United States; or

· the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition and certain other conditions are met.

If the Non-U.S. Holder’s gain is effectively connected with the conduct of a United States trade or business, the Non-U.S. Holder generally will be subject to United States federal income tax on the net gain derived from the sale, exchange, redemption or other taxable disposition, except as otherwise required by an applicable United States income tax treaty. If the Non-U.S. Holder is a corporation, any such effectively connected gain received by the Non-U.S. Holder may also, under certain circumstances, be subject to the branch profits tax at 30% rate (or such lower rate as may be prescribed under an applicable United States income tax treaty). If a Non-U.S. Holder is described in the second bullet point above, the holder will be subject to a 30% United States federal income tax on the gain derived from the sale, exchange, redemption or other taxable disposition of the Notes, which may be offset by United States source capital losses, even though the Non-U.S. Holder is not considered a resident of the United States. Any Common Stock that a Non-U.S. Holder receives on the conversion of a Note that is attributable to accrued interest will be subject to United States federal income tax in accordance with the rules for taxation of interest described above under “—Consequences to Participating Non-U.S. Holders—Interest Income.”

Conversion of Notes. As provided under “—Consequences to U.S. Holders—Conversion of Notes,” a conversion of the Notes solely into Common Stock is not a taxable event for United States federal income tax purposes, other than with respect to accrued interest, which will be taxed as such, and cash payments in lieu of fractional shares which will be taxed as provided in “—Consequences to Non-U.S. Holders—Sale, Exchange, Redemption or Other Taxable Disposition of Notes.” For payments of accrued interest in a conversion, see “Consequences to Non-U.S. Holders—Interest Income.” Any gain recognized upon a conversion of the Notes into cash or a combination of cash and Common Stock (see “—Consequences to U.S. Holders—Conversion of Notes”) will be treated as described in “—Sale, Exchange, Redemption or Other Taxable Disposition of Notes.” Non-U.S. Holders are urged to consult their tax advisors with respect to the U.S. federal income tax consequences resulting from the conversion of Notes into a combination of cash and Common Stock.

Consolidation, Merger and Sale of Assets. Under certain circumstances described under the heading “Description of Notes—Consolidation, Merger and Sale of Assets,” our obligations under the Notes and the indenture may be assumed by another person. An assumption by another person of our obligations under the Notes and the indenture might be deemed for United States federal income tax purposes to be an exchange by a holder of the Notes for new Notes, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holder. Non-U.S. Holders should consult with their own tax advisor regarding the tax consequences of such an assumption.

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Dividends and Constructive Dividends. Dividends paid to a holder of Common Stock (and any deemed dividends resulting from certain adjustments, or failure to make adjustments, to the conversion rate, see “Consequences to U.S. Holders—Constructive Dividends” above) will generally be subject to withholding tax at a 30% rate subject to reduction: (a) by an applicable treaty if the holder provides an appropriate IRS Form W-8BEN (or successor form) certifying that it is entitled to such treaty benefits; or (b) upon the receipt of an IRS Form W-8ECI (or successor form) from a holder claiming that the payments are effectively connected with the conduct of a United States trade or business. Dividends that are effectively connected with the conduct of a United States trade or business are not subject to withholding tax, but instead are subject to federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a U.S. Holder. In addition, any such effectively connected income received by a foreign corporation may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Because a constructive dividend deemed received by a holder will not give rise to any cash from which any applicable withholding tax could be satisfied, if we pay withholding taxes on behalf of a holder, we may, at our option, set-off any such payment against payments of cash on, and Common Stock payable with respect to, the Notes. A Non-U.S. Holder may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Disposition of Common Stock. See tax treatment described in “—Consequences to Non-U.S. Holders—Sale, Exchange, Redemption or Other Taxable Disposition of Notes” for the tax treatment of the gain from the taxable disposition of our Common Stock, specifically excluding any discussion about accrued interest.

INFORMATION REPORTING AND BACKUP WITHHOLDING

U.S. Holders. Payments of interest, dividends made by us on, or the proceeds of the sale or other disposition of, the Notes or shares of Common Stock may be subject to information reporting and United States federal backup withholding tax at the rate then in effect if the recipient of such payment fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable United States information reporting or certification requirements. Any amount withheld under the backup withholding rules is allowable as a credit against the holder’s United States federal income tax, provided that the required information is furnished to the IRS.

Non-U.S. Holders. A Non-U.S. Holder may be required to comply with certification procedures to establish that the holder is not a U.S. person in order to avoid backup withholding tax with respect to our payment of principal and interest on the Notes, or the proceeds of the sale or other disposition of the Notes or our Common Stock. In addition, we must report annually to the IRS and to each Non-U.S. Holder the amount of any dividends paid to and the tax withheld (if any) with respect to such Non-U.S. Holder. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides.

Foreign Account Tax Compliance Act. Under the Foreign Account Tax Compliance provisions of the United States Hiring Incentives to Restore Employment Act (“FATCA”), withholding taxes may be imposed on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities. Under this legislation, the failure to comply with additional certification, information reporting and other specified requirements could result in withholding tax being imposed on payments of dividends or interest and proceeds of the sale of our Common Stock or Notes to U.S. Holders who own the shares of our Common Stock or Notes through foreign accounts or foreign intermediaries and certain Non-U.S. Holders. The legislation imposes a 30% withholding tax on dividends or interest on, or gross proceeds from the sale or other disposition of, our Common Stock or Notes paid to a foreign financial institution or to a foreign non-financial entity, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations or qualifies for an exemption from these rules or (ii) the foreign non-financial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner or qualifies for an exemption from these rules. If the payee is a foreign financial institution, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements, or otherwise qualify for an exemption. Prospective investors should consult their tax advisors regarding this legislation.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution .

The table below sets forth the costs and expenses payable by the Company in connection with the issuance and distribution of the securities being registered. All amounts are estimated except the SEC registration fee. All costs and expenses are payable by us.

SEC Registration Fee	$	16,000
Legal Fees and Expenses	$	75,000
Accounting Fees and Expenses	$	25,000
Printing Fees and Expenses	$	30,000
Miscellaneous Expenses	$	15,000

Total	$	161,000

Item 14. Indemnification of Directors and Officers.

The Company’s officers and directors are and will be indemnified under Florida law, their employment agreements and our articles of incorporation and bylaws.

The Florida Business Corporation Act, under which the Company is organized, permits a Florida corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances.

Article 10 of the Company’s bylaws provides that the Company shall indemnify directors and executive officers to the fullest extent now or hereafter permitted by the Florida Business Corporation Act.

Item 15. Recent Sales of Unregistered Securities .

Since February 2014, we have sold the following securities that were not registered under the Securities Act:

· In February 2014, the Company issued 8.50% senior unsecured convertible notes due 2019 (the “Convertible Notes”) to certain investors for gross proceeds of approximately $70.7 million. On March 14, 2017, the Company issued $3,477,450 in aggregate principal amount of additional Convertible Notes in a private placement to certain investors in lieu of a cash payment of interest on the Convertible Notes due on February 15, 2017. On April 18, 2017, the Company offered to exchange its outstanding Convertible Notes with 5.00% Senior Unsecured Convertible Notes due 2023 (the “ Notes”) in an aggregate amount of $74,220,450 million (not including accrued and unpaid interest on the Convertible Notes). On July 28, 2017, the Company issued Notes to certain investors in an aggregate amount of approximately $75.8 million, which were issued in reliance on exemptions from registration pursuant to Section 3(a)(9) under the Securities Act.

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· In consideration to settle a class action litigation, in October 2014, the Company issued warrants to purchase up to $2.0 million shares of our Common Stock to certain class participants. The warrants have a five-year term from the date they were distributed to the class participants with an exercise price of $10.75.

· On November 10, 2014 and January 21, 2015, the Company issued an aggregate of $50.0 million in 12.875% Senior Secured Notes (the “12.875% Secured Notes”) to certain investors in two $25.0 million tranches. The 12.875% Secured Notes were issued at 96% of their face amount. On July 16, 2015, the Company redeemed all of the outstanding 12.875% Secured Notes at 106% of their principal amount plus interest up to November 10, 2015.

· On March 11 and March 24, 2016, the Company issued the Old Secured Notes to certain investors in a private placement for gross proceeds of approximately $21.2 million and $8.8 million, respectively. On July 28, 2017, the Company issued additional Old Secured Notes to certain investors in a private placement in an aggregate amount of $30.0 million. On August 11 and August 14, 2017, the Company issued additional Old Secured Notes to certain investors in a private placement in an aggregate amount of $5.0 million.

· On July 28, 2017, the Company entered into a Common Stock Purchase Agreement with certain purchasers and issued 115,000,000 shares of Common Stock for an aggregate price of $23.0 million.

· On July 28, 2017, the Company issued warrants to the Investors to purchase up to an aggregate of 42,500,000 shares of Common Stock at an exercise price of $0.20 per share. The Warrants expires eight years after the date of issuance, with 41% of the shares being immediately exercisable and the remaining shares exercisable upon reaching certain milestones related to the conversion of the Convertible Notes.

· On August 11, 2017, the Company entered into a Securities Purchase Agreement with Brennan Opportunities Fund I LP, pursuant to which the Company issued 8,750,000 shares of Common Stock and $3.5 million principal amount of New Senior Secured Notes on August 11, 2017, and 3,750,000 shares of Common Stock and $1.5 million principal amount of New Senior Secured Notes on August 14, 2017, for an aggregate purchase price of $10.0 million.

Except as otherwise stated above, the issuance of securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Regulation D under the Securities Act as sales to accredited investors. The recipients of securities in each transaction represented to us that they were accredited investors and their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to any certificated shares and other instruments issued in each such transaction. The sales of these securities were made without general solicitation or advertising and without the involvement of any underwriter.

Item 16. Exhibits and Financial Statement Schedules .

(a) Exhibits .

The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated by reference herein.

(b) Financial Statement Schedules

Financial statement schedules have been omitted, as the information required to be set forth therein is included in the consolidated financial statements or notes thereto incorporated by reference into the prospectus forming part of this registration statement.

Item 17. Undertakings .

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

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(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(j) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boca Raton, State of Florida, on August 25, 2017.

	EMERGENT CAPITAL, INC.

	By	/s/ Mariam Martinez
		Name: Mariam Martinez
		Title: Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick J. Curry and Miriam Martinez, and each or either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended, which relates to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Patrick J. Curry	Interim Chief Executive Officer and Director (Principal Executive Officer)	8/25/17
Patrick J. Curry

/s/ Miriam Martinez	Chief Financial Officer (Principal Financial and Accounting Officer)	8/25/17
Miriam Martinez

/s/ Joseph E. Sarachek	Director	8/25/17
Joseph E. Sarachek

/s/ Matthew T. Epstein	Director	8/25/17
Matthew T. Epstein

/s/ James Hua	Director	8/25/17
James Hua

/s/ Robert Knapp	Director	8/25/17
Robert Knapp

/s/ Andrew Dakos	Director	8/25/17
Andrew Dakos

[/s/ Antony Mitchell	Director]	8/25/17
Antony Mitchell

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EXHIBIT INDEX

Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Filed Herewith
2.1	Asset Purchase Agreement, dated as of October 25, 2013, between Majestic Opco L.L.C. and the Registrant.	8-K	2.1	10/28/13
3.1	Articles of Incorporation of Registrant.	S-1/A	3.1	10/01/10
3.2	Articles of Amendment to Articles of Incorporation of Registrant	8-K	3.1	09/01/15
3.3	Articles of Amendment to Articles of Incorporation of Registrant.	8-K	3.1	8/1/2017
3.4	Amended and Restated Bylaws of Registrant.	8-K	3.2	09/01/15
4.1	Form of Common Stock Certificate.	S-1/A	4.1	11/10/10
4.2	Form of Warrant to purchase common stock	S-1/A	4.2	01/12/11
4.3	Warrant Agreement related to Class Action Settlement	10-K	4.3	03/14/16
4.4	Indenture, dated as of February 21, 2014, by and among the Registrant and U.S. Bank, National Association, as indenture trustee.	8-K	4.4	02/19/14
4.5	Indenture, dated as of March 11, 2016, by and among the Registrant and Wilmington Trust, National Association, as indenture trustee.	10-K	4.5	03/14/16
4.6	First Supplemental Indenture, dated as of March 9, 2017, by and among Emergent Capital, Inc. and Wilmington Trust, National Association.	8-K	4.1	3/17/2017
4.7	First Supplemental Indenture, dated as of March 13, 2017, by and among Emergent Capital, Inc. and U.S. Bank National Association	8-K	4.2	3/17/2017
4.8	Form of Restricted 5.00% Senior Unsecured Convertible Note Due 2023				*
4.9	Bridge Note made in favor of PJC Investments, LLC, dated May 15, 2017.				*
4.10	Amended and Restated Bridge Note made in favor of PJC Investments, LLC, dated June 28, 2017.				*
4.11	Second Supplemental Indenture, dated as of May 15, 2017 between Emergent Capital, Inc. and Wilmington Trust, National Association, as indenture trustee.	10-Q	4.3	8/14/17
4.12	Third Supplemental Indenture, dated as of June 28, 2017 between Emergent Capital, Inc. and Wilmington Trust, National Association, as indenture trustee.	10-Q	4.4	8/14/17
4.13	Form of Common Stock Purchase Warrant, dated as of July 28, 2017.	8-K	4.1	8/1/2017
4.14	Second Supplemental Indenture, dated as of July 28, 2017, by and among Emergent Capital, Inc. and U.S. Bank National Association.	8-K	4.2	8/1/2017
4.15	Indenture, dated as of July 28, 2017, by and among Emergent Capital, Inc. and Wilmington Trust, National Association, as indenture trustee.	8-K	4.3	8/1/2017
4.16	Amended and Restated Indenture, dated as of July 28, 2017, by and among Emergent Capital, Inc. and U.S. Bank National Association.	8-K	4.4	8/1/2017

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4.17	Special Dividend Note, dated as of July 28, 2017, made by Lamington Road Designated Activity Company in favor of Markley Asset Portfolio, LLC.	8-K	4.5	8/1/2017
4.18	Form of Unrestricted 5.00% Senior Unsecured Convertible Note Due 2023				*
5.1	Opinion of Holland & Knight LLP				*
10.1††	Employment Agreement between the Registrant and Antony Mitchell dated November 8, 2010.	S-1/A	10.1	11/10/10
10.2††	Employment Agreement between the Registrant and Richard O’Connell dated December 31, 2013 and effective January 1, 2014.	8-K	10.1	12/30/13
10.3††	Employment Agreement between the Registrant and Miriam Martinez dated December 31, 2013 and effective January 1, 2014.	8-K	10.2	12/30/13
10.4††	Employment Agreement between the Registrant and Michael Altschuler dated December 31, 2013 and effective January 1, 2014.	8-K	10.3	12/30/13
10.5††	Employment Agreement between the Registrant and David Sasso dated December 31, 2013 and effective January 1, 2014.	10-Q	10.1	11/09/15
10.6	Separation Agreement and General Release of Claims between the Registrant and Jonathan Neuman, dated April 26, 2012.	8-K	10.2	04/30/12
10.7††	Amended & Restated Imperial Holdings 2010 Omnibus Incentive Plan.	Def 14A	A	04/08/15
10.8††	2010 Omnibus Incentive Plan Form of Stock Option Award Agreement.	10-Q	10.7	08/13/13
10.9††	2010 Omnibus Incentive Plan Form Performance Share Award Agreement.	8-K	10.1	06/09/14
10.10	Master Trust Indenture dated as of September 24, 2010 by and among Imperial Settlements Financing 2010, LLC as the Issuer, Portfolio Financial Servicing Company as the Initial Master Servicer, and Wilmington Trust Company as the Trustee and Collateral Trustee.	S-1/A	10.15	11/10/10
10.11	Series 2010-1 Supplement dated as of September 24, 2010 to the Master Trust Indenture dated as of September 24, 2010 by and among Imperial Settlements Financing 2010, LLC as the Issuer, Portfolio Financial Servicing Company as the Initial Servicer, and Wilmington Trust Company as the Trustee and Collateral Trustee.	S-1/A	10.16	11/10/10
10.12	Non-Prosecution Agreement between the Registrant and the United States Attorney’s Office for the District of New Hampshire, dated April 30, 2012.	8-K	10.1	04/30/12
10.13†	Amended and Restated Loan and Security Agreement, dated May 16, 2014, among White Eagle Asset Portfolio, L.P., as borrower, Imperial Finance & Trading, LLC, as initial servicer, initial portfolio manager and guarantor, Lamington Road Bermuda Ltd., as portfolio manager, LNV Corporation, as initial lender, and CLMG Corp, as the administrative agent.	10-Q	10.1	07/30/14
10.14	First Amendment, dated November 15, 2015, to Amended and Restated Loan and Security Agreement, dated May 16, 2014, among White Eagle Asset Portfolio, L.P., as borrower, Imperial Finance & Trading, LLC, as initial servicer, initial portfolio manager and guarantor, Lamington Road Bermuda Ltd., as portfolio manager, LNV Corporation, as initial lender, and CLMG Corp, as the administrative agent.	8-K	10.1	11/10/15
10.15†	Master Termination Agreement and Release, effective as of April 30, 2013, by and among Lexington Insurance Company, Imperial Holding, Inc., Imperial PFC Financing, LLC, Imperial PFC Financing II, LLC, Imperial Life Financing II, LLC,	10-Q	10.5	08/13/13

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	Imperial Life & Annuity Services, LLC, Imperial Premium Finance, LLC and CTL Holdings, LLC.
10.16†	Loan and Security Agreement, dated as of July 16, 2015, among Red Falcon Trust, as borrower, Imperial Finance & Trading, LLC, as guarantor, Blue Heron Designated Activity Company, as portfolio administrator, LNV Corporation, as initial lender, the other lenders party thereto from time to time and CLMG Corp, as the administrative agent	10-Q/A	10.1	12/15/15
10.17	Form of Purchase Agreement to purchase 15.0% Senior Secured Notes due 2018.	10-K	10.16	03/14/16
10.18	First Amendment to Loan and Security Agreement, dated July 15, 2016, among Red Falcon Trust, as borrower, Imperial Finance & Trading, LLC, as guarantor, Blue Heron Designated Activity Company, as portfolio administrator, LNV Corporation, as initial lender, and CLMG Corp, as administrative agent.	10-Q	10.1	11/7/2016
10.19†	Second Amendment to Amended and Restated Loan and Security Agreement, dated December 29, 2016, by and among White Eagle Asset Portfolio, LP, as borrower, Imperial Finance and Trading, LLC, Lamington Road Bermuda, LTD, as Portfolio Manager, CLMG Corp., as Administrative Agent, and LNV Corporation, as Lender.	10-K	10.18	03/21/17
10.20†	Second Amended and Restated Securities Account Control and Custodian Agreement, dated January 31, 2017, among White Eagle Asset Portfolio, LP, as borrower, Wilmington Trust, National Association, as securities intermediary and custodian, and CLMG Corp, as the administrative agent.	10-K	10.19	03/21/17
10.21	Master Termination Agreement, dated December 29, 2016, by and among CLMG Corp., LNV Corporation, as lender, Red Falcon Trust, as borrower, Imperial Finance & Trading LLC, as guarantor, Blue Heron Designated Activity Company, Harbordale, LLC, Red Reef Alternative Investments, LLC, MLF LexServ, L.P., as Servicer, Wilmington Trust National Association, as securities intermediary under the SACCA, Christiana Trust, as Trustee, Michelle A Dreyer, as independent trustee, and Corporation Service Company	10-K	10.20	03/21/17
10.22	Exchange Participation Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc. and the consenting holders of the Company’s 15.0% Senior Secured Notes Due 2018 party thereto.	10-Q	10.3	5/15/17
10.23†	Master Transaction Agreement, dated as of March 15, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Bulldog Investors LLC.				*
10.24†	Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Bulldog Investors LLC.				*
10.25	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Bulldog Investors LLC.				*
10.26†	Master Transaction Agreement, dated as of March 15, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Rangeley Capital, LLC.				*
10.27†	Amendment to Master Transaction Agreement, dated as of				*

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	April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Rangeley Capital, LLC.
10.28	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Rangeley Capital, LLC.	*
10.29†	Master Transaction Agreement, dated as of March 15, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and NS Advisors, LLC.	*
10.30†	Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and NS Advisors, LLC.	*
10.31	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and NS Advisors, LLC.	*
10.32†	Master Transaction Agreement, dated as of March 15, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Joel Lusman.	*
10.33†	Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Joel Lusman.	*
10.34	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Joel Lusman.	*
10.35†	Master Transaction Agreement, dated as of March 15, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Ironsides P Fund L.P., and Ironsides Partners Special Situations Master Fund II L.P.	*
10.36†	Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P.	*
10.37	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P.	*
10.38†	Master Transaction Agreement, dated as of March 15, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Nantahala Capital Partners Limited Partnership, Nantahala Capital Partners II Limited Partnership, Nantahala Capital Partners SI, LP, Blackwell Partners LLC - Series A, Silver Creek CS SAV, L.L.C. and Fort George Investments, LLC.	*
10.39†	Amendment to Master Transaction Agreement, dated as of April 7, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Nantahala Capital Partners Limited Partnership, Nantahala Capital Partners II Limited Partnership, Nantahala Capital	*

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	Partners SI, LP, Blackwell Partners LLC - Series A, Silver Creek CS SAV, L.L.C. and Fort George Investments, LLC.
10.40	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Nantahala Capital Partners Limited Partnership, Nantahala Capital Partners II Limited Partnership, Nantahala Capital Partners SI, LP, Blackwell Partners LLC - Series A, Silver Creek CS SAV, L.L.C. and Fort George Investments, LLC.				*
10.41†	Master Transaction Agreement, dated as of May 12, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Integrated Core Strategies (US) LLC.				*
10.42	Amendment No. 1 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and Integrated Core Strategies (US) LLC.				*
10.43††	Amendment to Amended & Restated Imperial Holdings 2010 Omnibus Incentive Plan.	Def 14A	Appendix A	6/9/17
10.44	Consent and Forbearance Agreement, dated as of June 21, 2017 by and among Emergent Capital, Inc., Wilmington Trust, National Association, as indenture trustee, and holders of 100% of the aggregate principal amount of Emergent Capital, Inc.’s 15.0% Senior Secured Notes.	10-Q	10.22	8/14/2017
10.45	Common Stock Purchase Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC and the purchasers party thereto.	8-K	10.1	8/1/2017
10.46	Note Purchase Agreement, dated as of July 28, 2017, by and among PJC Investments, LLC, purchasers party thereto, and the holders of the Company’s 15.05% Senior Secured Notes due 2018.	8-K	10.2	8/1/2017
10.47	Registration Rights Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., and the holders party thereto.	8-K	10.3	8/1/2017
10.48	Board Designation Agreement, dated as of July 28, 2017, by and between Emergent Capital, Inc. and Evermore Global Advisors, LLC.	8-K	10.4	8/1/2017
10.49	Board Designation Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC and JSARCo, LLC.	8-K	10.5	8/1/2017
10.50	Board Designation Agreement, dated as of July 28, 2017, by and between Emergent Capital, Inc. and Opal Sheppard Opportunities Fund I LP.	8-K	10.6	8/1/2017
10.51	Board Designation Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P.	8-K	10.7	8/1/2017
10.52	Board Designation Agreement, dated as of July 28, 2017, by and between Emergent Capital, Inc. and Nantahala Capital Management, LLC.	8-K	10.8	8/1/2017
10.53	Securities Purchase Agreement, dated as of August 11, 2017, by and between Emergent Capital, Inc. and Brennan Opportunities Fund I LP.	10-Q	10.31	8/14/2017
10.54	Registration Rights Agreement, dated as of August 11, 2017, by and between Emergent Capital, Inc., and Brennan Opportunities Fund I LP.	10-Q	10.32	8/14/2017
12.1	Statement regarding computation of ratios				*
21.1	Subsidiaries of the Registrant.	10-K	21.1	3/21/2017

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23.1	Consent of Grant Thornton LLP.				*
23.2	Consent of Holland & Knight LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page hereto).
101	Interactive Data Files	10-K	101	3/21/17
101.INS	XBRL Instance Document	10-K	101.INS	3/21/17
101.SCH	XBRL Taxonomy Extension Schema Document	10-K	101.SCH	3/21/17
101.	XBRL Taxonomy Extension Calculation Linkbase Document	10-K	101.	3/21/17
101.	XBRL Taxonomy Linkbase Document 10.1 & 10.2	10-K	101.	3/21/17
101.L	XBRL Taxonomy Extension Label Linkbase Document	10-K	101.L	3/21/17
101.PRE	SBRL Taxonomy Extension Presentation Linkbase Document	10-K	101.PRE	3/21/17

†	Certain portions of the exhibit have been omitted pursuant to an order granting a request for confidential treatment. An unredacted copy of the exhibit has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment.
††	Management compensatory arrangement.
*	Filed herewith.
**	Furnished herewith.

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Exhibit 4.8

FORM OF FACE OF SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

THIS SECURITY IS ONE OF A DULY AUTHORIZED ISSUE OF SECURITIES OF EMERGENT CAPITAL, INC. (THE “COMPANY”) DESIGNATED AS “5.00% SENIOR UNSECURED CONVERTIBLE NOTES DUE 2023” (THE “SECURITIES”). THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A (A) “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY

BENEFICIAL INTEREST HEREIN, OR ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY, PRIOR TO THE DATE THAT IS (X) SIX MONTHS (ONE YEAR FOR AFFILIATES) AFTER THE LAST DATE ON WHICH ANY OF THE SECURITIES ARE ORIGINALLY ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

EMERGENT CAPITAL, INC.
5.00% SENIOR UNSECURED CONVERTIBLE NOTES DUE 2023

No. R-

CUSIP [ ] (1)

Emergent Capital, Inc., a Florida corporation, promises to pay to Cede & Co. or registered assigns the principal sum as set forth in the “Schedule of Exchanges of Securities” attached hereto, which shall not exceed DOLLARS ($ ) on February 15, 2023.

This Security shall bear interest as specified on the other side of this Security. This Security is convertible as specified on the other side of this Security.

Additional provisions of this Security are set forth on the other side of this Security.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

	EMERGENT CAPITAL, INC.


	By:
		Name:
		Title:

Dated: , 2017

Trustee’s Certificate of Authentication:

This is one of the Securities referred to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee:

By:
	Authorized Signatory

(1) Notes denominated in $1.000 increments will bear one CUSIP; Notes denominated in $1.00 increments will bear a separate CUSIP.

FORM OF REVERSE SIDE OF SECURITY

EMERGENT CAPITAL, INC.
5.00% SENIOR UNSECURED CONVERTIBLE NOTES DUE 2023

1. Interest

Emergent Capital, Inc., a Florida corporation (the “ Company ”, which term shall include any successor company under the Indenture hereinafter referred to), promises to pay interest on the principal amount of this Security at the rate of 5.00% per annum. The Company shall pay interest semiannually, in arrears, on February 15 and August 15 of each year (each an “ Interest Payment Date ”), commencing on August 15, 2017. Interest payable on any Interest Payment Date shall include interest accrued from and including the immediately preceding Interest Payment Date (or if none, from and including [ ], 2017) to but excluding the relevant Interest Payment Date. Cash interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any payment required to be made on a day that is not a Business Day shall be made on the next succeeding Business Day with the same force and effect as if made on such day and without any interest in respect of the delay. The Company shall, to the fullest extent permitted by law, pay interest in immediately available funds on overdue principal and interest at the then applicable interest rate borne by this Security, which interest shall accrue from the date such overdue amount was originally due to the day preceding the date payment of such amount, including interest thereon, has been made or duly provided for.

Any reference herein to interest accrued or payable as of any date shall include any Additional Interest that may be payable in accordance with the provision of Section 8.16 of the Indenture and any Special Interest that may be payable in accordance with the provisions of Section 8.02 of the Indenture.

2. Method of Payment

The Company shall pay interest on this Security (except defaulted interest) to the Person who is the Holder of this Security at the close of business on January 31 or July 31, as the case may be (each, a “ Regular Record Date ”) next preceding the related Interest Payment Date. The Holder must surrender this Security to a Paying Agent to collect payment of principal. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent, Registrar and Conversion Agent

Initially, U.S. Bank National Association (the “ Trustee ”, which term shall include any successor trustee under the Indenture hereinafter referred to) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent without notice to the Holders. The Company or any of its Affiliates may, subject to certain limitations set forth in the Indenture, act as Paying Agent.

4. Indenture

This Security is one of a duly authorized issue of Securities of the Company designated as its 5.00% Senior Unsecured Convertible Notes due 2023 (the “ Securities ”), issued under an Indenture, dated as of [ ], 2017 (together with any supplemental indentures thereto, the “ Indenture ”), among the Company and the Trustee. The terms of this Security include those stated in the Indenture and those required by or made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “ TIA ”), as in effect on the date of the Indenture. This Security is subject to all such terms, and the Holder of this Security is referred to the Indenture and the TIA for a statement of them. The Securities are limited to [$74,220,450](2) aggregate principal amount. The Indenture does not limit other debt of the Company, secured or unsecured.

Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Indenture.

5. Purchase of Securities at Option of Holder Upon a Fundamental Change

Upon a Fundamental Change, at the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase for cash all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000)(3) of the Securities held by such Holder on the date specified by the Company in accordance with the provisions of Article 3 of the Indenture.

6. Optional Redemption.

Except as set forth below, the Company will not be entitled to redeem the Securities at its option.

In accordance with the provisions of Article 5 of the Indenture, the Company may redeem the Securities, in whole but not in part, upon notice as described in Section 5.04 of the Indenture, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, if and only if the Last Reported Sale Price for not less than any fifteen (15) Trading Days in the last thirty (30) consecutive Trading Days is more than one hundred-twenty percent (120%) of the Conversion Price in effect on the applicable Trading Day.

7. Notice of Redemption.

Notice of redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder to be redeemed at his registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a satisfaction and discharge of the Indenture. On and after the

(2) NTD: To be increased at Settlement Date (as defined in the Offer to Exchange) to include accrued and unpaid interest capitalized to principal.

(3) $1.00 denominated notes will not include this parenthetical.

Redemption Date, unless the Company defaults in making the redemption payment, interest ceases to accrue on Securities or portions thereof called for redemption.

8. Conversion

Subject to and upon compliance with the provisions of the Indenture, the Holder may surrender for conversion all or any portion of this Security that is in an integral multiple of $1,000(4). Upon conversion, the Holder shall be entitled to receive the consideration specified in the Indenture. No fractional share of Common Stock shall be issued upon conversion of a Security. Instead, the Company shall pay a cash adjustment as provided in the Indenture. The initial Conversion Rate of the Securities shall be (x) 500 shares of Common Stock per $1,000 principal amount of Securities (for Securities denominated in $1,000 increments) and (y) 0.5 shares of Common Stock per $1.00 principal amount of Securities (for Securities denominated in $1.00 increments), subject to adjustment in accordance with the provisions of Article 4 of the Indenture. If a Holder converts all or any portion of this Security in connection with the occurrence of certain Fundamental Change transactions, the Conversion Rate shall be increased in the manner and to the extent described in Section 4.06 of the Indenture.

Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date shall be accompanied by payment by the Holders of such Securities in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date; provided that no such payment need be made: (1) in connection with a conversion following the Regular Record Date preceding the Final Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.

A Security in respect of which a Holder has submitted a Fundamental Change Purchase Notice may be converted only if such Holder validly withdraws such Fundamental Change Purchase Notice in accordance with the terms of the Indenture.

9. Denominations, Transfer, Exchange

The Securities bearing CUSIP number [ ] shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and integral multiples of $1,000. The Securities bearing CUSIP number [ ] shall be issuable only in registered form without coupons and only in denominations of $1.00 and integral multiples of $1.00. A Holder may register the transfer of or exchange Securities in accordance with the Indenture. A Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges that may be imposed in relation thereto by law or permitted by the Indenture.

(4) $1.00 denominated notes will permit integral multiples of $1.00.

10. Persons Deemed Owners

The Holder of a Security may be treated as the owner of it for all purposes.

11. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and any Paying Agent will pay the money back to the Company, subject to the provisions of the Indenture. After that, Holders entitled to money must look to the Company for payment as general creditors.

12. Amendment, Supplement and Waiver

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then Outstanding, and an existing Default or Event of Default and its consequence or compliance with any provision of the Indenture or the Securities may be waived subject to certain exceptions with the consent of the Holders of a majority in aggregate principal amount of the Securities then Outstanding. Without the consent of or notice to any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities to, among other things, (x) cure any ambiguity, omission, mistake, defect or inconsistency or (y) make any other change that does not adversely affect the interests of the Holders in any material respect.

13. Successor Entity

When a successor Person assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor Person (except in certain circumstances specified in the Indenture) shall be released from those obligations.

14. Defaults and Remedies

An Event of Default shall occur upon the occurrence of any of the events specified in Section 8.01(a) of the Indenture. Subject to the provisions of the penultimate paragraph of Section 8.02(c) of the Indenture, if an Event of Default shall occur and be continuing with respect to the Securities (other than an Event of Default specified in clause (9) or (10) of Section 8.01(a) of the Indenture), the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding may, and the Trustee at the request of such Holders shall, declare all unpaid principal of and accrued interest (including Additional Interest and Special Interest), if any, on all Securities to be due and payable, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Securities). Upon any such declaration, such principal and interest (including Additional Interest and Special Interest), if any, shall become due and payable immediately. If an Event of Default specified in clauses (9) or (10) of Section 8.01(a) of the Indenture occurs and is continuing, then all the Securities shall ipso facto become and be due and payable immediately in an amount equal to the principal amount of the Securities, together with accrued and unpaid interest (including Additional Interest and Special Interest), if any, to the date the Securities become due and payable, without any declaration or other act on the part of the Trustee or any Holder.

The Holders of a majority in aggregate principal amount of the Securities Outstanding, by written notice to the Company and the Trustee, may rescind and annul an acceleration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Securities then Outstanding, (3) the principal of any Securities then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) all Defaults and Events of Default, other than the non-payment of principal of and interest on the Securities which have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then Outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may, in accordance with the provisions of the Indenture, withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest or to deliver amounts owing upon conversion) if and so long as it determines that withholding notice is in their interests. The Company is required to file periodic certificates with the Trustee as to the Company’s compliance with the Indenture and knowledge or status of any Default.

15. Trustee Dealings with the Company

U.S. Bank National Association, the initial Trustee under the Indenture, or any of its Affiliates, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or an Affiliate of the Company, and may otherwise deal with the Company or an Affiliate of the Company, as if it were not the Trustee.

16. No Recourse Against Others

No director, officer, employee, stockholder, incorporator or agent of the Company, as such, will have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Securities by accepting a Security waives and releases all such liability.

17. Authentication

This Security shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other side of this Security.

18. Abbreviations and Definitions

Customary abbreviations may be used in the name of the Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).

All terms defined in the Indenture and used in this Security but not specifically defined herein are defined in the Indenture and are used herein as so defined.

19. Indenture to Control; Governing Law

In the case of any conflict between the provisions of this Security and the Indenture, the provisions of the Indenture shall control. This Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: Emergent Capital, Inc., 5355 Town Center Road, Suite 701, Boca Raton, Florida 33486, Facsimile No. (561) 995-4207.

SCHEDULE OF EXCHANGES OF SECURITIES

The initial principal amount of this Global Security is ($ ) The following exchanges, purchases or conversions of a part of this Global Security have been made:

Date	Authorized Signatory of Securities Custodian	Notation Stating and Explaining Change in Principal Amount Recorded	Principal Amount of this Global Security

Exhibit 4.9

EMERGENT CAPITAL, INC.

PROMISSORY NOTE

May 15, 2017

$1,500,000.00

FOR VALUE RECEIVED, EMERGENT CAPITAL, INC. , a Florida corporation (the “ Company ”), hereby unconditionally promises to pay to the order of PJC INVESTMENTS, LLC , a Texas limited liability company (the “ Payee ”), 1404 New Road, Waco, TX 76711, on or before the Maturity Date (a) the principal amount of One Million, Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), or, if less, the aggregate principal amount of all Advances made hereunder (“ Principal ”), and to pay interest (“ Interest ”) on the unpaid Principal hereof at the rate of 15% per annum; provided, however, that while an Event of Default (as defined in Section 4 hereof) has occurred and is continuing, Interest shall be payable upon demand at the rate per annum of 17% (the “ Default Rate ”). Interest shall accrue from the date each Advance is made and shall be computed on the basis of a year of 360 days and actual days elapsed.

1. Advances .

(a) Subject to the terms and conditions of this Note, the Company may request an advance of funds hereunder (each, an “ Advance ”), and the Payee shall make and Advance to the Company, provided that (i) the aggregate amount of all Advances shall not exceed One Million, Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) and (ii) the Payee shall not be required to make (A) more than one Advance during any seven consecutive day period commencing on each Monday or (B) any Advance on or after the Maturity Date.

(b) The Company may request an Advance upon not less than two Business Days’ (as defined in Section 3 hereof) notice to the Payee. Each such request shall be irrevocable and must (i) be in writing, (ii) specify the amount of the Advance being requested, which shall be in the amount of One Hundred Thousand and 00/100 Dollars ($100,000.00) or an integral multiple thereof, (iii) specify the day on which the Advance is to be made, which must be a Business Day and (iv) be accompanied by a budgeted use of proceeds, including funding appropriate cash reserves of up to $500,000, for such Advance in form and substance reasonably satisfactory to the Payee (each, a “ Budget ”). The Company shall be deemed to have represented and warranted to the Payee on each date it requests an Advance and on each date an Advance is made that the conditions precedent set forth in Section 1(c)(i) of this Note are satisfied.

(c) The Payee’s obligations to make any Advance are subject to the conditions precedent that (i) as of the date of such Advance and after giving effect thereto, (A) no Default or Event of Default shall have occurred and is continuing and (B) all representations, warranties, certifications and statements of fact made or deemed made by or on behalf of the Company in this Note or in any certificate or other document delivered pursuant hereto shall be true and correct as if made on and as of such date and (ii) the Budget shall be reasonably acceptable to the Payee.

2. Payments .

(a) Payments . All payments of Principal and Interest shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.

(b) Optional Prepayment . The Company may, at any time and from time to time, upon at least two (2) Business Days’ prior written notice to the Payee, prepay (any date on which a prepayment is made, a “ Prepayment Date ”) this Note in whole or in part, provided that the Company shall pay all accrued and unpaid Interest on the principal amount so prepaid through the Prepayment Date. No prepaid amount may be reborrowed.

(c) Savings Clause . Notwithstanding any other provision herein, the aggregate Interest rate charged or agreed to be paid with respect to any of the obligations under this Note, including all charges or fees in connection therewith deemed in the nature of interest under applicable law, shall not exceed the Highest Lawful Rate (as defined in Section 3 hereof). If the rate of interest (determined without regard to the preceding sentence) under this Note at any time exceeds the Highest Lawful Rate, the outstanding amount of the applicable obligations hereunder shall bear Interest at the Highest Lawful Rate until the total amount of Interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Note had at all times been in effect. In addition, if when the applicable obligations hereunder are repaid in full the total Interest due hereunder (taking into account the increase provided for above) is less than the total amount of Interest which would have been due hereunder if the stated rates of interest set forth in this Note had at all times been in effect, then to the extent permitted by law, the Company shall pay to Payee an amount equal to the difference between the amount of Interest paid and the amount of Interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Payee and the Company to conform strictly to any applicable usury laws. Accordingly, if the Payee contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at the Payee’s option be applied to the outstanding amount of the applicable obligations hereunder or be refunded to the Company. In determining whether the interest contracted for, charged, or received by the Payee exceeds the Highest Lawful Rate, the Payee may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest, throughout the contemplated term of the obligations hereunder.

(d) Senior Notes . Notwithstanding anything in this Note to the contrary, if at the time any payment of (a) principal or other amounts (other than scheduled interest then due and payable) is made on the Senior Notes or this Note, then the Company shall also make a corresponding payment on the outstanding principal amount of the Senior Notes or this Note, as applicable, which payment the Company shall cause to be allocated pro rata among the Senior Notes and this Note, calculated by the Company on the outstanding principal amounts of the Senior

Notes and this Note on a pro rata basis, and (b) interest on the outstanding principal balance of this Note is made and interest on the Senior Notes is due and has not been paid in full, then the Company shall also make a corresponding payment on any accrued but unpaid interest on the outstanding principal balance of the Senior Notes, which payments the Company shall cause to be allocated pro rata among this Note and the Senior Notes calculated by the Company on the outstanding principal amounts of this Note and the Senior Notes on a pro rata basis.

3. Certain Defined Terms .

For purposes of this Note, the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such specified Person.

“ Business Day ” means any day of the year that is not a Saturday, Sunday or a day on which banks are required or authorized to close in the States of Texas or Florida.

“ Change of Control ” means a transaction or series of related transactions, other than those contemplated under the Master Transaction Agreement, as a result of which (i) the shareholders of the Company as of the Issuance Date and/or their respective Affiliates shall collectively cease to, directly or indirectly, (A) own and control at least a majority of the outstanding equity interests of the Company or (B) possess the right to elect (through contract, ownership of voting securities or otherwise) at all times a majority of the board of directors (or similar governing body) of the Company and to direct the management policies and decisions of the Company, (ii) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) other than the shareholders of the Company as of the Issuance Date and/or their respective Affiliates shall have acquired a greater beneficial ownership in the Company’s voting equity interests than that held collectively by the shareholders of the Company as of the Issuance Date and/or their respective Affiliates or (iii) a “Change of Control” or other similar event shall occur, as defined in, or under, any documentation evidencing or otherwise relating to any other Indebtedness of the Company.

“ Contingent Obligation ” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the equity of any other Person. The amount of any Person’s obligation in respect of any Contingent Obligation shall (subject to any limitation set forth therein) be deemed to be the principal amount of the debt, obligation or other liability supported thereby.

“ Convertible Note Indenture ” means the Indenture dated as of February 21, 2014, as amended as of the date of this Note, between the Company and U.S. Bank National Association, as Trustee, pursuant to which the Convertible Notes were issued.

“ Convertible Notes ” means the Company’s 8.50% Senior Unsecured Convertible Notes due 2019 issued pursuant to the Convertible Note Indenture.

“ Default ” means any event or circumstance that is, or with the giving of notice or lapse of time or both, would be an Event of Default.

“ Dollars ” or “ $ ” means United States dollars.

“ Excluded Taxes ” means, with respect to the Payee, or any other recipient of a payment to be made by or on account of any obligations of the Company under this Note, (i) income or franchise taxes imposed on (or measured by) its net income by the United States of America or any other jurisdiction under the laws of which such recipient is organized, its principal offices are located, it is resident for tax purposes or to which it has a connection giving rise to such taxes other than by reason of the transactions contemplated by this Note, including the holding of this Note, and enforcing its rights hereunder, (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such Payee or recipient is treated as doing business, (iii) any Taxes imposed by reason of such Payee or recipient failing to provide forms or certifications it is legally able to provide that would reduce or eliminate such Taxes and that are reasonably requested by the Company and (iv) any withholding taxes payable on behalf of a Payee at the time it becomes a Payee, except to the extent that such Payee’s transferor, if any, was entitled, at the time of the transfer to obtain additional amounts from the Company in respect of such Taxes pursuant to Section 12 hereof.

“ Hedging Obligation ” means, with respect to any Person, any liability of such Person under any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices. The amount of any Person’s obligation in respect of any Hedging Obligation shall be deemed to be the incremental obligation that would be reflected in the financial statements of such Person in accordance with generally accepted accounting principles.

“ Highest Lawful Rate ” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the law applicable to the Payee which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“ Indebtedness ” of any Person means, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all indebtedness evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person as lessee under capital leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with generally accepted accounting principles, (iv) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business), other than payment obligations, earn-outs and similar obligations of such Person arising in connection with an acquisition, (v) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person (with the amount thereof being measured as the lesser of (x) the aggregate unpaid amount of such indebtedness and (y) the fair market value of such property), (vi) all reimbursement obligations, contingent or otherwise, with respect to letters of credit (whether or not drawn), banker’s acceptances and surety bonds issued for the account of such Person, other than obligations that relate to trade accounts payable in the ordinary course of business, (vii) all Hedging Obligations of such Person, (viii) all Contingent Obligations of such Person in respect of Indebtedness of

others, (ix) all Indebtedness of any partnership of which such Person is a general partner except to the extent such Person is not liable for such Indebtedness, and (x) all obligations of such Person under any synthetic lease transaction, where such obligations are considered borrowed money indebtedness for tax purposes but the transaction is classified as an operating lease in accordance with generally accepted accounting principles.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Issuance Date ” means May 15, 2017.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Master Transaction Agreement ” means one or more Master Transaction Agreement(s) dated as of March 15, 2017 and May 12, 2017, as each has been and may be amended from time to time, among the Company, Payee and the applicable Consenting Convertible Note Holders (as defined therein) party thereto.

“ Material Adverse Effect ” means an effect that results in or causes, or would reasonably be expected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), business, performance, operations or property of the Company and its Subsidiaries, taken as a whole, (b) the ability of the Company to perform its obligations under this Note and (c) the validity or enforceability of this Note or any of the Payee’s rights and remedies with respect to this Note.

“ Maturity Date ” means the earlier of (a) July 3, 2017 and (b) the date on which the Transactions (as such term is defined in the Master Transaction Agreements) are consummated.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

“ Senior Note Indenture ” means the Indenture dated as of March 11, 2016, as amended as of the date of this Note, between the Company and Wilmington Trust, National Association, as Trustee, pursuant to which the Senior Notes were issued.

“ Senior Notes ” means the Company’s 15.0% Senior Secured Notes due 2018.

“ Subsidiary ” means any Person in which the Company or any one or more of its Subsidiaries owns, directly or indirectly, a majority of the outstanding capital stock, equity or similar interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such entity.

“ Taxes ” means any federal, state, provincial, county, local, foreign and other taxes (including, without limitation, income, profits, windfall profits, alternative, minimum, accumulated earnings, personal holding company, capital stock, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production,

transfer, withholding, employment, unemployment compensation, payroll and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto.

4. Defaults and Remedies .

(a) Events of Default . An “ Event of Default ” is any of the following: (i) default in payment of any Principal or Interest of this Note, when and as due; (ii) default in payment of any other amount due under this Note that is not cured within three (3) Business Days from the date such amount was due; (iii) failure by the Company to comply with Section 5(a)(i) or any provision of Section 5(b) hereof; (iv) failure by the Company to comply with any provision of this Note not mentioned in the foregoing clauses (i), (ii) and (iii) in all material respects within ten (10) days after the earlier of (x) the Company’s receipt of notice to comply with such provision or (y) the Company becoming aware of such noncompliance; (iv) any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company in this Note or in any certificate or other document delivered pursuant hereto, shall be incorrect in any material respect when made or deemed made; (v) failure by the Company to comply with any of its obligations under any Master Transaction Agreement; (vi)(A) any default in payment of any Indebtedness of the Company other than the Notes in excess of $50,000, individually or in the aggregate, and such failure continues after the applicable grace or cure period, if any, under the agreements governing such Indebtedness or is not waived by the payee(s) or holder(s) of such Indebtedness; or (B) any event or circumstances, other than events or circumstances for which a mandatory prepayment is required under the applicable agreements, arising such that any Person has required or has the right to require repayment before its stated maturity of any Indebtedness of the Company (other than the Notes or any Hedging Obligations) in excess of $50,000, individually or in the aggregate; (vii) the Company or any of its Subsidiaries pursuant to or within the meaning of any Bankruptcy Law (as defined below): (A) commences a voluntary case; (B) consents to or acquiesces in the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian (as defined below) of it or any of its Subsidiaries for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) is unable or admits in writing that it is generally unable to pay its debts as the same become due; (viii) an involuntary case or other proceeding is commenced directly against the Company or any of its Subsidiaries seeking liquidation, reorganization or other relief with respect to it or its indebtedness under any Bankruptcy Law now or hereafter in effect or seeking the appointment of a Custodian of it or any substantial part of its property, and such involuntary case or other Bankruptcy Law proceeding remains undismissed and unstayed for a period of thirty (30) days, or an order of relief is entered against the Company or any of its Subsidiaries as debtor under the Bankruptcy Laws as are now or hereafter in effect; (ix) one or more final judgments shall be entered by a U.S. state or federal or a foreign court or administrative agency of competent jurisdiction against the Company or any of its Subsidiaries involving in the aggregate a liability (to the extent not covered by independent third party insurance as to which the insurers have not denied coverage in writing) as to any single or related series of transactions, incidents or conditions, of $50,000 or more, and the same shall remain unsatisfied, unvacated, unbonded or unstayed pending appeal for a period of thirty (30) days after the entry thereof; or (x) a Change of Control shall occur without the prior written consent of the Payee. The term “ Bankruptcy Law ” means Title 11, U.S. Code, or any similar or

other federal, state, or foreign law for the relief of debtors. The term “ Custodian ” means any receiver, trustee, assignee, custodian, liquidator or similar official under any Bankruptcy Law.

(b) Remedies . If any Event of Default (other than an Event of Default as described in Sections 4(a)(vii) or 4(a)(viii)) has occurred and is continuing, the Payee may, upon written notice to the Company, except in the case of events described in Sections 4(a)(vii) or 4(a)(viii) in which case no notice shall be required, (i) terminate its commitment to make any further Advances, (ii) declare all of the Principal then outstanding together with all Interest payable under the terms hereof with respect to such Principal and all other amounts owing or payable hereunder (the “ Acceleration Amount ”) immediately due and payable, all without presentment, demand, protest or further act or notice of any kind, all of which are expressly waived by the Company and (iii) exercise any and all rights and remedies available to the Payee under this Note, at law or in equity. If an Event of Default described in Sections 4(a)(vii) or 4(a)(viii) has occurred, automatically and without further act, declaration or notice, (i) the Payee’s commitment to make any further Advances shall terminate, (ii) the Acceleration Amount shall become immediately due and payable and (iii) the Payee may exercise any and all rights and remedies available to the Payee under this Note, at law or in equity. In addition to any remedy the Payee may have under this Note, such Acceleration Amount shall bear interest at a rate equal to the Default Rate until paid in full. Nothing in this Section 4 shall limit any other rights the Payee may have under this Note.

5. Covenants . So long as any obligations under this Note remain outstanding:

(a) Affirmative Covenants . The Company will:

(i) Give prompt (but in any event no later than three (3) Business Days after the occurrence of any of the following events) written notice to the Payee of: (A) the occurrence of any Default or Event of Default or (B) any development or event that has had or would reasonably be expected to have a Material Adverse Effect.

(ii) Provide to the Payee, promptly when available and in any event within 120 days after the close of each fiscal year of the Company, a copy of the annual audit report of the Company and its Subsidiaries for such fiscal year, including therein a consolidated balance sheet and statement of earnings and cash flows of the Company and its Subsidiaries as at the end of and for such fiscal year, certified without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Company’s independent certified public accountants) by independent auditors of recognized standing selected by the Company and reasonably acceptable to the Payee, together with a comparison with the previous fiscal year.

(iii) Keep, and cause each of its Subsidiaries to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with generally accepted accounting principles.

(iv) Conduct its business in accordance with its current business practices, and engage principally in the same or similar lines of business substantially as conducted as of the Issuance Date.

(v) Keep, and cause each of its Subsidiaries to keep, all property necessary in the business of the Company and each of its Subsidiaries in good working order and condition, ordinary wear and tear excepted.

(vi) Maintain, and cause each of its Subsidiaries to maintain, with responsible insurance companies, such insurance coverage as shall be required by all laws, governmental regulations and court decrees and orders applicable to it and such other insurance, to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated.

(vii) Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, including without limitation the Employee Retirement Income Security Act of 1974, as amended, and all environmental laws, except where failure to comply would not reasonably be expected to have a Material Adverse Effect.

(viii) Except as permitted by Section 5(b)(i), maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, (A) its existence and good standing in the jurisdiction of its organization and (B) its qualification or registration to do business and good standing in each jurisdiction where the nature of its business makes such qualification or registrations necessary, other than any such jurisdiction where the failure to be qualified or registered and in good standing would not reasonably be expected to have a Material Adverse Effect.

(ix) Upon the request of the Payee, promptly execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Note.

(b) Negative Covenants . The Company will not and will not permit any of its Subsidiaries to:

(i) Be a party to any merger or consolidation, except for any merger or consolidation of any Subsidiary into the Company or any wholly-owned Subsidiary of the Company.

(ii) Sell, transfer, dispose of, convey or lease any of its assets, or sell or assign with or without recourse any receivables, except for (A) sales, transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of business consistent with past practices, (B) sales, transfers, dispositions, conveyances and leases of assets (excluding any equity interests of any Subsidiary) for at least fair market value (as determined by the board of directors of the Company) so long as the net book value of all assets sold, transferred, disposed of, conveyed or leased in any fiscal year in reliance on this clause (B) does

not exceed $50,000, (C) sales, transfers, dispositions, conveyances and leases to the Company or by a Subsidiary of the Company to another Subsidiary of the Company, (D) leases, licenses, subleases and sublicenses entered into in the ordinary course of business consistent with past practices, (E) sales and exchanges of cash equivalent investments in the ordinary course of business consistent with past practices, (F) Liens expressly permitted under Section 5(b)(v) and transactions otherwise expressly permitted by this Section 5(b), (G) sales, transfers, dispositions or conveyances of equity interests in a Subsidiary of the Company to the Company or by a Subsidiary of the Company to another Subsidiary of the Company, (H) dispositions in the ordinary course of business consistent with past practices consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Company, are not material to the conduct of the business of the Company and its Subsidiaries, (I) a cancellation of any intercompany Indebtedness among the Company and its Subsidiaries, (J) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar proceeding, and (K) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged in the reasonable good faith determination of the Company.

(iii) Make any dividend or other distribution to any of its equity holders, purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, pay any management fees or similar fees to any of its equity holders or any Affiliate thereof, make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or any other payment in respect of any Indebtedness other than this Note or regularly scheduled payments on Indebtedness permitted under Section 5(b)(iv), or set aside funds for any of the foregoing. Notwithstanding the foregoing: (A) any Subsidiary of the Company may pay dividends or make other distributions ratably to its equity holders; (B) so long as no Default or Event of Default exists or would result therefrom, the Company may repurchase or redeem equity interests owned by any officer, employee, director or consultant of the Company or any Subsidiary thereof upon the death, disability, resignation or termination of such officer, employee, director or consultant, or otherwise in accordance with any stock option or stock appreciation rights plan or any stock ownership or subscription plan or equity incentive or other similar plan or any employment, consultancy or employment or consultancy termination agreement, provided that such distributions do not exceed $50,000 in the aggregate in any fiscal year; (C) the Company and its Subsidiaries may pay salaries of employees of the Company and its Subsidiaries, and reasonable professional, administrative, director, employee and other overhead fees, expenses and indemnities pertaining to the business of Company and its Subsidiaries in the ordinary course of business consistent with past practices; (D) each Subsidiary of the Company may pay dividends and make other distributions consisting solely of its equity interests; and (E) each Subsidiary of the Company may make payments to the holders of its equity for such holder’s proportionate share of the Tax liability of such Subsidiary or of the Tax liability of any affiliated group of entities including the Company that file consolidated federal income tax returns, provided that such payments are used to pay Taxes and the amount of such payments with respect to any fiscal year does not exceed the amount that the Company and its Subsidiaries would be required to pay in respect of such Taxes for such fiscal year were the Company and its Subsidiaries to pay such Taxes as a stand-alone taxpayer.

(iv) Create, incur, assume or suffer to exist any Indebtedness, except: (A) the Notes; (B) Indebtedness under the Convertible Note Indenture, the Convertible Notes, the Senior Note Indenture, the Senior Notes and the Amended and Restated Loan and Security Agreement dated as of May 16, 2014, as amended as of the date of this Note, (the “ Loan Agreement ”) among White Eagle Asset Portfolio, LP, as Borrower, Imperial Finance & Trading, LLC, as Initial Servicer, Initial Portfolio Manager and Guarantor, Lamington Road Bermuda Ltd., as Portfolio Manager, the Lenders party thereto, and CLMG Corp., as the administrative agent for the Lenders; (C) Indebtedness secured by Liens permitted by Section 5(b)(v)(C), Section 5(b)(v)(D) or Section 5(b)(v)(E) and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Indebtedness permitted under Section 5(b)(v)(D) at any time outstanding shall not exceed $50,000; (D) Indebtedness of any Subsidiary of the Company to the Company or any other Subsidiary of the Company; (E) Indebtedness with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (F) Indebtedness (I) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of the Company otherwise permitted hereunder, (II) representing deferred compensation to employees of the Company or any Subsidiary thereof incurred in the ordinary course of business consistent with past practices or (III) representing customer deposits or advance payments received in the ordinary course of business consistent with past practices from customers in the ordinary course of business; (G) Contingent Obligations consisting of guarantees by the Company or any Subsidiary of the Company of the Indebtedness of the Company or any other Subsidiary of the Company if the primary obligation is elsewhere permitted under this Section 5(b); (H) Indebtedness with respect to cash management obligations and other Indebtedness in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (I) Indebtedness incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 5(b)(v)(E); and (J) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate outstanding principal amount not exceeding $50,000 at any time.

(v) Create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except: (A) Liens securing the Senior Notes or obligations with respect to the Loan Agreement; (B) Liens for Taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with generally accepted accounting principles and with respect to which no execution or other enforcement has occurred or, if it has occurred, has been effectively stayed; (C) Liens arising in the ordinary course of business consistent with past practices, including without limitation, (I) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (II) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under the Employee Retirement Income Security Act of 1974, as amended, that secure an amount in excess of $50,000) or in connection with surety bonds, bids, tenders, performance bonds, trade contracts not for borrowed

money, licenses, statutory obligations and similar obligations for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with generally accepted accounting principles and with respect to which no execution or other enforcement has occurred or, if it has occurred, has been effectively stayed; (D) subject to the limits set forth in Section 5(b)(iv)(C), Liens (I) arising in connection with capital leases (and attaching only to the property being leased), (II) existing on property at the time of the acquisition thereof by the Company or any Subsidiary, (III) on any property securing Indebtedness incurred for the purpose of financing all or any part of the cost of acquiring or improving such property; provided that any such Lien attaches to such property within 90 days of the acquisition or improvement thereof and attaches solely to the property so acquired or improved and (IV) the replacement, extension or renewal of a Lien permitted by one of the foregoing clauses (I) through (III) in the same property subject thereto arising out of the extension, renewal or replacement of the Indebtedness secured thereby (without increase in the amount thereof); (E) Liens relating to litigation bonds and attachments, appeal bonds, judgments and other similar Liens, provided that any Lien that arises in connection with any judgment or award is not an Event of Default hereunder; (F) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of Company or any Subsidiary thereof; (G) any interest or title of a licensor, sublicensor, lessor or sublessor under any license, lease, sublicense or sublease agreement to the extent limited to the item licensed or leased; (H) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and customary set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks or which are contained in standard agreements for the opening of an account with a bank; (I) Liens arising from precautionary filings of financing statements under the Uniform Commercial Code or similar legislation of any applicable jurisdiction in respect of operating leases permitted hereunder and entered into by the Company or any Subsidiary thereof in the ordinary course of business consistent with past practices; (J) Liens attaching to cash earnest money deposits in connection with any letter of intent or purchase agreement permitted hereunder or indemnification other post-closing escrows or holdbacks; (K) Liens incurred with respect to Hedging Obligations incurred for bona fide hedging purposes and not for speculation; and (L) other Liens securing obligations other than Indebtedness in an aggregate principal amount not exceeding $50,000 at any time.

(vi) Enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its other Affiliates, which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates, other than (A) payments and other transactions expressly permitted pursuant to Section 5(b)(iii), (B) reasonable compensation and indemnities to, benefits for, reimbursement of expenses of, and employment arrangements with, officers and directors in the ordinary course of business, and (C) transactions among the Company and its Subsidiaries.

(vii) Issue or enter into any agreement, undertaking or obligation to issue any of its equity interests or any warrants, options or other rights in respect thereof, except as expressly permitted by Section 5(b)(iii).

6. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief . The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief). No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Payee’s right to pursue actual damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Payee that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments and the like (and the computation thereof) shall be the amounts to be received by the Payee thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).

7. Specific Shall Not Limit General; Construction . No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Payee and shall not be construed against any Person as the drafter hereof.

8. Failure or Indulgence Not Waiver . No failure or delay on the part of the Payee in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

9. Notice . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Note must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally or (ii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications to the Company shall be as set forth beneath its signature hereto. The address for such communications to the Payee shall be the address set forth above. Either the Company or the Payee may change such address by written notice given to the other in accordance with this Section 9. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, or (B) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service, in accordance with clause (i) or (ii) above, respectively.

10. Transfer of this Note . The Company shall not assign or otherwise transfer any of its rights and obligations under this Note without the prior written consent of the Payee. Any attempted assignment or transfer without such required consent shall be null and void.

11. Fees and Expenses . The Company shall pay or reimburse the Payee for (a) all reasonable, out-of-pocket costs and expenses of the Payee, including the reasonable fees, charges and disbursements of counsel for the Payee, in connection with the diligence, negotiation, preparation, execution, delivery and closing of this Note and any amendments, modifications or waivers of any thereof and (b) all out-of-pocket costs and expenses (including the fees, charges and disbursements of counsel) incurred by the Payee in connection with the enforcement or protection of its rights in connection with this Note, including its rights under this Section 11, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of this Note.

12. Taxes and Withholdings .

(a) Payments Free of Taxes and Withholdings . Any and all payments by or on account of any obligation of the Company under this Note shall be made free and clear of and without any withholding, set-off, counterclaim or deduction, including without limitation any withholding or deduction for any Indemnified Taxes; provided that if the Company shall be required to withhold or deduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required withholdings and deductions (including deductions applicable to additional sums payable under this Section 12(a)), the Payee receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) the Company shall make such withholdings and deductions and (iii) the Company shall pay the full amount withheld or deducted to the relevant governmental authority in accordance with applicable law. The Company agrees to reimburse the Payee for the Payee’s reasonable out-of-pocket expenses, if any, incurred in complying with any request hereunder. Nothing in this Section 12(a) shall require the Payee to disclose to the Company any of its Tax returns or any other Tax-related information that it deems to be confidential.

(b) Indemnification by the Company . The Company shall indemnify the Payee, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Payee, on or with respect to any payment by or on account of any obligation of the Company under this Note (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 12) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate of the Payee as to the amount of such payment or liability (together with a calculation of such payment or liability and supporting documentation reasonably requested by the Company) under this Section 12 shall be delivered to the Company and shall be conclusive absent demonstrable error.

(c) Withholding Obligations . Subject to Sections 12(a) and (b), if the Company is subject to withholding tax obligations under applicable law with respect to any transaction under this Note, then, notwithstanding any provision to the contrary in this Note, the Company shall be entitled to withhold cash in the amount that the Company is required to withhold.

13. Representations and Warranties . The Company represents and warrants that (a) it is a corporation, duly organized, validly existing and in good standing under the laws of the State of Florida, and is duly qualified or registered as a foreign corporation to transact business and is in good standing in all jurisdictions in which the nature of its business requires it to be so qualified or registered, except to the extent that the failure to be so qualified or registered, individually or in the aggregate, would not have a Material Adverse Effect, (b) it has all requisite power and authority to execute, deliver and perform its obligations under this Note, (c) this Note has been duly authorized, executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent the enforceability hereof is subject to applicable bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors’ rights generally and to equitable principles, (d)

the execution, delivery and performance of its obligations under this Note by the Company do not and will not violate, constitute a default under, require any consent (other than those that have been obtained and are in full force and effect) under or cause a Lien to arise with respect to any of the Company’s property or assets under any applicable law, the Company’s organizational documents or any agreement, document, indenture or instrument to which the Company is a party or by which the Company or its property or assets is bound, and (e) it has obtained the consent required pursuant to the terms of the Senior Note Indenture for the execution, delivery and performance of its obligations under this Note and such consent remains in full force and effect.

14. Waiver of Notice . To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

15. Governing Law; Jurisdiction . This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without reference to conflicts of laws rules or principles that would require the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby irrevocably and unconditionally appoints its Chief Executive Officer at the address set forth in Section 9 (the “ Company Process Agent ”) as agent to receive on behalf of the Company and its property service of copies of the summons and complaint and any other process which may be served in any suit, action or proceeding referred to above or any other suit, action or proceeding in any New York State or Federal court. In any suit, action or proceeding in a New York State or Federal court sitting in The City of New York, such service may be made on the Company by delivering a copy of such process to the Company in care of the Company Process Agent at such Company Process Agent’s above address and by depositing a copy of such process in the mails by certified or registered mail, first class postage prepaid and return receipt requested, addressed to the Company at the address for such notices to it under this Note (such service to be effective upon such receipt by the Company Process Agent). The Company hereby irrevocably and unconditionally authorizes and directs such Company Process Agent to accept such service on its behalf. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

16. WAIVER OF JURY TRIAL . THE COMPANY AND THE PAYEE HEREBY IRREVOCABLY WAIVE ANY RIGHTS THEY MAY HAVE TO, AND AGREE NOT TO REQUEST, A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING

BASED UPON, OR ARISING OUT OF, THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

17. Payment Set Aside . To the extent that the Company makes a payment or payments to the Payee hereunder or the Payee enforces or exercises its rights hereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, by a trustee, receiver or any other person under any law (including any Bankruptcy Law, U.S. state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

[ Signature Page Follows ]

IN WITNESS WHEREOF , the Company has caused this Note to be executed on its behalf by the undersigned as of the 15 th day of May, 2017.

	EMERGENT CAPITAL, INC.


	By:
		Name:
		Title:

Exhibit 4.10

EMERGENT CAPITAL, INC.

AMENDED AND RESTATED PROMISSORY NOTE

As of May 15, 2017

$3,300,000.00

FOR VALUE RECEIVED, EMERGENT CAPITAL, INC. , a Florida corporation (the “ Company ”), hereby unconditionally promises to pay to the order of PJC INVESTMENTS, LLC , a Texas limited liability company (the “ Payee ”), 1404 New Road, Waco, TX 76711, on or before the Maturity Date (a) the principal amount of Three Million Three Hundred Thousand and 00/100 Dollars ($3,300,000.00), or, if less, the aggregate principal amount of all Advances made hereunder (“ Principal ”), and to pay interest (“ Interest ”) on the unpaid Principal hereof at the rate of 15% per annum; provided, however, that while an Event of Default (as defined in Section 4 hereof) has occurred and is continuing, Interest shall be payable upon demand at the rate per annum of 17% (the “ Default Rate ”). Interest shall accrue from the date each Advance is made and shall be computed on the basis of a year of 360 days and actual days elapsed.

1. Advances .

(a) Subject to the terms and conditions of this Note, the Company may request an advance of funds hereunder (each, an “ Advance ”), and the Payee shall make and Advance to the Company, provided that (i) the aggregate amount of all Advances shall not exceed Three Million Three Hundred Thousand and 00/100 Dollars ($3,300,000.00) and (ii) the Payee shall not be required to make (A) more than one Advance during any seven consecutive day period commencing on each Monday or (B) any Advance on or after the Maturity Date.

2. Payments .

Notes and this Note, calculated by the Company on the outstanding principal amounts of the Senior Notes and this Note on a pro rata basis, and (b) interest on the outstanding principal balance of this Note is made and interest on the Senior Notes is due and has not been paid in full, then the Company shall also make a corresponding payment on any accrued but unpaid interest on the outstanding principal balance of the Senior Notes, which payments the Company shall cause to be allocated pro rata among this Note and the Senior Notes calculated by the Company on the outstanding principal amounts of this Note and the Senior Notes on a pro rata basis.

3. Certain Defined Terms .

For purposes of this Note, the following terms shall have the following meanings:

“ Business Day ” means any day of the year that is not a Saturday, Sunday or a day on which banks are required or authorized to close in the States of Texas or Florida.

“ Convertible Notes ” means the Company’s 8.50% Senior Unsecured Convertible Notes due 2019 issued pursuant to the Convertible Note Indenture.

“ Default ” means any event or circumstance that is, or with the giving of notice or lapse of time or both, would be an Event of Default.

“ Dollars ” or “ $ ” means United States dollars.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Issuance Date ” means May 15, 2017.

“ Maturity Date ” means the earlier of (a) July 28, 2017 and (b) the date on which the Transactions (as such term is defined in the Master Transaction Agreements) are consummated.

“ Senior Notes ” means the Company’s 15.0% Senior Secured Notes due 2018.

4. Defaults and Remedies .

other federal, state, or foreign law for the relief of debtors. The term “ Custodian ” means any receiver, trustee, assignee, custodian, liquidator or similar official under any Bankruptcy Law.

5. Covenants . So long as any obligations under this Note remain outstanding:

(a) Affirmative Covenants . The Company will:

(iv) Conduct its business in accordance with its current business practices, and engage principally in the same or similar lines of business substantially as conducted as of the Issuance Date.

(b) Negative Covenants . The Company will not and will not permit any of its Subsidiaries to:

(i) Be a party to any merger or consolidation, except for any merger or consolidation of any Subsidiary into the Company or any wholly-owned Subsidiary of the Company.

12. Taxes and Withholdings .

16. WAIVER OF JURY TRIAL . THE COMPANY AND THE PAYEE HEREBY IRREVOCABLY WAIVE ANY RIGHTS THEY MAY HAVE TO, AND AGREE NOT TO REQUEST, A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING

BASED UPON, OR ARISING OUT OF, THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

18. Amendment and Restatement . This Note amends and restates in its entirety the Company’s promissory note dated May 15, 2017 (the “ Original Note ”) payable to the order of the Payee in the principal amount of $1,500,000.00. This Note does not constitute a novation of the Original Note.

[ Signature Page Follows ]

IN WITNESS WHEREOF , the Company has caused this Note to be executed on its behalf by the undersigned as of the 28 th day of June, 2017.

	EMERGENT CAPITAL, INC.


	By:	/s/ Miriam Martinez
		Name: Miriam Martinez
		Title: CFO

Exhibit 4.18

FORM OF FACE OF SECURITY

EMERGENT CAPITAL, INC.
5.00% SENIOR UNSECURED CONVERTIBLE NOTES DUE 2023

No. [ ]

CUSIP [ ] (1)

This Security shall bear interest as specified on the other side of this Security. This Security is convertible as specified on the other side of this Security.

Additional provisions of this Security are set forth on the other side of this Security.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

	EMERGENT CAPITAL, INC.


	By:
		Name:
		Title:

Dated: , 2017

Trustee’s Certificate of Authentication:

This is one of the Securities referred to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee:

By:
	Authorized Signatory

(1) Notes denominated in $1.000 increments will bear one CUSIP; Notes denominated in $1.00 increments will bear a separate CUSIP.

FORM OF REVERSE SIDE OF SECURITY

EMERGENT CAPITAL, INC.
5.00% SENIOR UNSECURED CONVERTIBLE NOTES DUE 2023

1. Interest

2. Method of Payment

3. Paying Agent, Registrar and Conversion Agent

4. Indenture

Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Indenture.

5. Purchase of Securities at Option of Holder Upon a Fundamental Change

6. Optional Redemption.

Except as set forth below, the Company will not be entitled to redeem the Securities at its option.

7. Notice of Redemption.

(2) NTD: To be increased at Settlement Date (as defined in the Offer to Exchange) to include accrued and unpaid interest capitalized to principal.

(3) $1.00 denominated notes will not include this parenthetical.

Redemption Date, unless the Company defaults in making the redemption payment, interest ceases to accrue on Securities or portions thereof called for redemption.

8. Conversion

9. Denominations, Transfer, Exchange

(4) $1.00 denominated notes will permit integral multiples of $1.00.

10. Persons Deemed Owners

The Holder of a Security may be treated as the owner of it for all purposes.

11. Unclaimed Money

12. Amendment, Supplement and Waiver

13. Successor Entity

14. Defaults and Remedies

15. Trustee Dealings with the Company

16. No Recourse Against Others

17. Authentication

This Security shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other side of this Security.

18. Abbreviations and Definitions

All terms defined in the Indenture and used in this Security but not specifically defined herein are defined in the Indenture and are used herein as so defined.

19. Indenture to Control; Governing Law

SCHEDULE OF EXCHANGES OF SECURITIES

The initial principal amount of this Global Security is ($ ) The following exchanges, purchases or conversions of a part of this Global Security have been made:

Date	Authorized Signatory of Securities Custodian	Notation Stating and Explaining Change in Principal Amount Recorded	Principal Amount of this Global Security

Exhibit 5.1

August 25, 2017

Emergent Capital, Inc.

5535 Town Center Road, Suite 701

Boca Raton, FL 33131

Attention: General Counsel

Ladies and Gentlemen:

We have acted as special securities counsel to Emergent Capital, Inc., a Florida corporation (the “ Company ”), in connection with the filing on August 25, 2017 of the Company’s registration statement on Form S-1 (the “ Registration Statement ”) with the U.S. Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Act of 1933, as amended (the “ Act ”) to register the resale by certain selling securities holders listed in the Registration Statement under “Selling Stockholder” of (x) up to an aggregate of $75,836,966 of the Company’s 5.00% Senior Unsecured Convertible Notes Due 2023 (the “ Notes ”) and (y) up to an aggregate of 207,918,483 shares of the Company’s $0.01 par value common stock (the “ Common Stock ”) including (i) up to 37,918,483 shares of Common Stock issuable upon conversion of the Notes and up to 42,500,000 shares of Common Stock issuable upon exercise of certain common stock purchase warrants (the “ Warrants ”) with a strike price of $0.20 per share issued in a private placement by the Company on July 28, 2017 (such shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants are collectively referred to as the “ Resultant Shares ”), (ii) 115,000,000 shares of Common Stock issued by the Company in a private placement pursuant to a certain common stock purchase agreement dated July 28, 2017, which 115,000,000 shares of Common Stock include 40,000,000 shares of Common Stock issued by the Company pursuant to a rights offering conducted by the Company pursuant to the Company’s April 18, 2017 offer to exchange filed as an exhibit to the Company’s Schedule TO-I filed with the Commission on April 18, 2017 (the “ Common Stock Purchase Agreement Shares ”), and (iii) 12,500,000 shares of Common Stock issued in a private placement by the Company pursuant to a securities purchase agreement dated August 11, 2017 (the “ Securities Purchase Agreement Shares ”). Pursuant to Rule 416(a) promulgated by the Commission under the Act, the Registration Statement also registers an indeterminate number of additional shares of Common Stock that may become issuable from time to time pursuant to certain anti-dilution provisions of the Notes and Warrants and to cover shares of Common Stock issuable as a result of stock splits, stock dividends and similar transactions. The Notes were issued under that certain indenture (the “ Indenture ”) dated July 28, 2017 by and between the Company and US Bank, National Association, as trustee.

This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act as it pertains to the Registration Statement.

In connection with this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Articles of Incorporation of the Company as amended through the date of this opinion letter; (ii) the Amended and Restated Bylaws of the Company; (iii) resolutions of the board of directors of the Company relating to the issuance and sale of the Notes and Common Stock and the authorization and reservation of the shares of Common Stock underlying the Notes and Warrants; (iv) the Indenture and the form of global Notes; and (v) the Registration Statement. We have reviewed such other documents and considered such questions of law as we have deemed necessary to give the opinions set forth below.

In connection with this opinion letter, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by parties other than the Company, we have assumed that each other party has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents and has duly authorized, executed and delivered such documents, and that such documents constitute the legal, valid and binding obligations of each such other party. We also have assumed the integrity and completeness of the minute books of the Company presented to us for examination, and that all Notes conform to the form of global Note which is an exhibit to the Indenture. With respect to certain factual matters, we have relied upon certificates of officers of the Company.

Based upon, subject to and limited by the foregoing, we are of the opinion that, as of the date hereof:

(1) The Notes have been duly authorized by all necessary corporate action of the Company and constitute legally valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

(2) The Resultant Shares have been duly and validly authorized by all necessary corporate action of the Company and reserved for issuance upon conversion of the Notes and exercise of the Warrants, each pursuant to the respective terms and conditions of the Notes, Indenture and the Warrants, and, upon issuance upon conversion of the Notes or upon issuance upon exercise of the Warrants, as the case may be, in accordance with the respective terms and conditions of the Notes, Indenture and the Warrants, will be validly issued, fully paid and non-assessable. The Common Stock Purchase Agreement Shares and the Securities Purchase Agreement Shares have been validly issued and are fully paid and non-assessable.

Our opinion number (1) is subject to, and may be limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.

We express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law or jurisdiction provided for in the Notes and the Indenture.

This opinion letter is based, as to matters of law, solely on (i) the official statutory compilation of the Florida Business Corporation Act in effect on the date hereof, (ii) internal law of the State of New York (but not including any statutes, ordinances, administrative decisions, rules or regulations of any political subdivision of the State of New York) applicable with respect to matters set forth in this opinion letter and in effect on the date hereof and (iii) United States federal laws in effect on the date hereof.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Registration Statement to be filed with the Commission on August 25, 2017, and to the reference to us under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder. We disclaim any obligation to provide you with any subsequent opinion or advice by reason of any future changes or events that may affect or alter any opinion rendered herein.

	Very truly yours,

	/ s / HOLLAND & KNIGHT LLP

Exhibit 10.23

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY.

EXECUTION VERSION

MASTER TRANSACTION AGREEMENT

THIS MASTER TRANSACTION AGREEMENT (this “ A greeme nt”), dated as of March 15, 2017, by and between Emergent Capital, Inc., a Florida corporation ( “E me rgent”), PJC Investments, LLC, a Texas limited liability company ( “PJC”) and the Consenting Convertible Note Holders (as hereinafter defined). Each of Emergent, and PJC may also be referred to herein individually as a “ P a rty” and collectively as the “ Parties”.

W I T N E S S E T H :

WHEREAS, the Parties and the Consenting Convertible Note Holders intend to effect a recapitalization of Emergent;

WHEREAS, PJC and Triax Capital Advisors LLC, a New York limited liability company ( “Triax”) wish to lead, directly or indirectly, in such recapitalization of Emergent;

WHEREAS, in furtherance of such recapitalization, the Parties and the Consenting Convertible Note Holders wish to engage in the Transactions (as hereinafter defined) contemplated hereby;

WHEREAS, the board of directors of Emergent has determined that it would be advisable and in the best interest of its stockholders to consummate the Transactions, and have approved the Transactions and the other transactions contemplated in this Agreement and have approved and adopted this Agreement;

WHEREAS, the Parties and the Consenting Convertible Note Holders desire to make certain representations and warranties and other agreements in connection with the Transactions;

AGREEMENT

NOW, THEREFORE, in consideration of and reliance upon the premises and the representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties and the Consenting Convertible Note Holders (as applicable) hereby agree as follows:

ARTICLE I

Definitions

Section 1.1 D efinitions. As used in this Agreement the following terms have the following respective meanings:

“ 10-K” means Emergent’s Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC.

“ 10-Q” means Emergent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 as filed with the SEC.

“ Articles Amendment ” an amendment to Emergent’s Articles of Incorporation that is necessary in order to effect the Transactions, including the increase in authorized Common Stock, in form and substance satisfactory to PJC.

“ Alternative Proposal ” means, with respect to a Person, any binding or non- binding agreement, expression of interest, inquiry, offer, proposal, plan, understanding or arrangement contemplating: (i) a merger, consolidation, acquisition, joint venture or other business combination involving such Person or any of its Subsidiaries; (ii) the sale, lease or other disposition, directly or indirectly, by merger, consolidation, sale of equity securities, share or interest exchange or otherwise, of all or a significant portion of the equity interests or Control of such Person or any of its Subsidiaries; (iii) the sale, license or other disposition by such Person or any of its subsidiaries (including by way of merger, consolidation, share or interest exchange or any similar transaction) or issuance of securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing any equity interests of such Person or any of its Subsidiaries; (iv) the recapitalization, reorganization, restructuring, liquidation or dissolution of such Person or any of its Subsidiaries; (v) the sale, leasing, licensing or other disposition of any significant portion of the assets or property of such Person or any of its Subsidiaries or any assets or property of such Person or any of its Subsidiaries outside the ordinary course of business, consistent with past practices; or (vi) any other transaction or series of transactions that could reasonably be expected to interfere with the consummation of the Transactions, in each case other than this Agreement and the other Transaction Documents.

“ Agreement ” has the meaning set forth in the Preamble.

“ Applicable Law ” means, with respect to any Person, all provisions of Law that apply to such Person and such Person’s activities, assets and property.

“ Benefit Plan ” means, with respect to a Person, any plan, Contract or arrangement (regardless of whether funded or unfunded) which is sponsored by such Person or any of its Subsidiaries, or to which such Person or any of its Subsidiaries makes contributions, which provides compensation or benefits to any employee of such Person or any of its Subsidiaries (in his or her capacity as an employee) or to which such Person or any of its Subsidiaries has any obligation with respect to any current or former employee (in such capacity).

“ Benefits Liabilities ” means all amounts, without duplication, that become due and payable by Emergent or any of its Subsidiaries to directors, officers or employees of Emergent or any of its Subsidiaries as a result of the execution of this Agreement and/or the other Transaction Documents or consummation of the Transactions, including change of control, severance, transaction bonus or other similar payment rights, and any obligation of Emergent or any of its Subsidiaries for the employer portion of any employment-related Taxes arising with respect to the payment of the foregoing amounts.

“ Board Documents ” means such agreements, documents and instruments, including without limitation, a shareholder’s agreement or amendments to Emergent’s Articles of Incorporation or Bylaws, as PJC shall request that are reasonably acceptable to the Consenting Convertible Note Holders, in order to (a) set the number of directors of Emergent at seven, (b) permit the Investor to name four of such directors and (c) permit certain other Convertible Note Holders who tender their notes in the Convertible Note Exchange Offer to initially designate one such director.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in Boca Raton, Florida or Waco, Texas, are authorized or required to close.

“ Claim ” has the meaning set forth in Section 11.4(b).

“ Claim Notice ” has the meaning set forth in Section 11.4(b).

“ Closing ” means the closing of the Transactions.

“ Closing Date ” means the date on which the Transactions become effective, which date shall be mutually agreed by Emergent and PJC and shall be a date occurring as soon as practicable after satisfaction or, to the extent permitted under Applicable Law, waiver of all the conditions set forth herein and in the Transaction Documents (in each case, other than conditions that by their nature are to be satisfied on the Closing Date and will in fact be satisfied on the Closing Date).

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Common Stock ” means the common stock of Emergent, par value $.01 per share.

“ Common Stock Purchase Agreement ” means an agreement among the Investor, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to PJC 60,000,000 Shares at a price of $0.25 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.25 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 32,000,000.

“ Confidential Information ” has the meaning set forth in the Confidentiality Agreement.

“ Confidentiality Agreement ” has the meaning set forth in Section 6.3.

“ Consent ” means: (a) any notices to, filings or registrations with or approvals of any Governmental Authority or Judicial Authority required to be obtained in connection with the execution and delivery of the Transaction Documents and the consummation of the Transactions; and (b) the consents of the counterparties to any Contracts required to be obtained in connection with the execution and delivery of the Transaction Documents and the consummation of the Transactions.

“ Consenting Convertible Note Holder ” means each Convertible Note Holder that is a signatory to this Agreement.

“ Contract ” means any written or oral contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, commitment or other arrangement or agreement.

“ Control ” means, in relation to any Person, where a Person (or Persons acting in concert) has direct or indirect control (a) of the affairs of another Person, (b) over more than 25% of the total voting rights conferred by all the issued shares in the capital of another Person which are ordinarily exercisable in a general meeting or (c) of a majority of the board of directors of another Person (in each case whether pursuant to relevant governance documents, Contract or otherwise) and “ Controlled ” shall be construed accordingly.

“ Convertible Note Exchange Offer ” means the exchange offer offered to the Convertible Note Holders to exchange their Convertible Notes for New Convertible Notes subject to the New Convertible Note Indenture and upon such terms and conditions as are reasonably satisfactory to Emergent, PJC and the Consenting Convertible Note Holders, including without limitation (a) the condition that the holders of not less than 98% of the aggregate outstanding principal amount of the Convertible Notes validly accept and exchange all of the Convertible Notes they hold pursuant to such exchange offer (which condition may only be waived with PJC’s prior written consent in its sole discretion), (b) provisions pursuant to which the accrued and unpaid interest due to each Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer to, but not including the Closing Date, shall be deemed capitalized as of the Closing Date and deemed added to the aggregate principal amount of Convertible Notes tendered by such Convertible Note Holder that participates in the Convertible Note Exchange Offer and (c) provisions pursuant to which (i) each Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer may elect to purchase Shares pursuant to the Common Stock Purchase Agreement on a pro rata basis based on its holdings of Convertible Notes and (ii) each such Convertible Note Holder may oversubscribe to purchase Shares that are not purchased by other Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer, provided that in no case may the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer purchase more than 32,000,000 shares of Shares pursuant to the Common Stock Purchase Agreement.

“ Convertible Note Holder ” means any Person that is the beneficial owner (or nominee, investment manager, advisor or subadvisor for the beneficial owner) of a Convertible Note.

“ Convertible Note Indenture ” means the Indenture dated as of February 21, 2014 between Emergent and the Convertible Note Trustee pursuant to which the Convertible Notes were issued.

“ Convertible Note Trustee ” means U.S. Bank National Association, as Trustee under the Convertible Note Indenture.

“ Convertible Notes ” means Emergent’s 8.50% Senior Unsecured Convertible Notes due 2019 issued pursuant to the Convertible Note Indenture, including, for the avoidance of doubt, any such 8.50% Senior Unsecured Convertible Notes due 2019 issued in respect of the interest payment under the Convertible Note Indenture due February 15, 2017.

“ EDGAR ” has the meaning set forth in Section 3.4(a).

“ Emergent ” has the meaning set forth in the Preamble.

“ Emergent Representatives ” has the meaning set forth in Section 6.8(a).

“ Equitable Exceptions ” means, with respect to the enforceability of any obligation, that such obligation is subject to (a) applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of creditors or other similar state or federal Laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance or transfer Laws) and judicially developed doctrines in this area, such as equitable subordination and substantive consolidation of entities and (b) equitable principles (whether considered in a proceeding in equity or at Law).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the related regulations and published interpretations.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Offer ” means the Convertible Note Exchange Offer or the Senior Note Exchange Offer.

“ FCPA ” has the meaning set forth in Section 3.9.

“ Fiscal Year ” means the period beginning on January 1 and ending on December 31 of each year.

“ GAAP ” means U.S. generally accepted accounting principles, as in effect from time to time.

“ Governmental Authority ” means any international, supranational or national government, any state, provincial, local or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the United States or another nation or

jurisdiction, any State of the United States or any political subdivision of any thereof, any court, tribunal or arbitrator, or any self-regulatory organization.

“ Indebtedness ” means, without duplication, any of the following: (i) any indebtedness for borrowed money or that is evidenced by notes, bonds, debentures or similar instruments; (ii) all capitalized leases (to the extent required to be capitalized pursuant to GAAP), letters of credit, and surety or other bonds of Emergent and its Subsidiaries; (iii) all payment obligations under any derivative or hedging agreements to which Emergent or its Subsidiaries are party, other than any currency hedging agreements entered into in the Ordinary Course of Business; (iv) any guarantees by Emergent or its Subsidiaries of the Indebtedness of any other Person; (v) obligations issued or assumed as the deferred purchase price of property or services; (vi) accrued but unpaid milestone payments; (vii) accrued but unpaid royalty obligations; (viii) asset retirement obligations and similar obligations; (ix) obligations evidenced by any securitization or factoring arrangements; and (x) any Indebtedness of the type described in the foregoing clauses secured by a Lien on any asset or group of assets of Emergent or its Subsidiaries.

“ Indemnified Party ” has the meaning set forth in Section 11.2.

“ Indenture Trustee ” means the Convertible Note Trustee or the Senior Note Trustee.

“ Intellectual Property ” means any and all of the following as they exist in all jurisdictions throughout the world: (a) patents and patent applications; (b) trademarks, service marks, trade names, trade dress, domain names, brand names, certification marks, logos, corporate names and other indications of origin, together with all goodwill related to the foregoing and any applications related thereto; (c) copyrights and designs, applications for registrations of copyrights, and copyrightable works and all rights associated therewith and the underlying works of authorship; (d) all inventions, invention certificates, trade secrets, discoveries, processes, formulae, methods, schematics, drawings, blue prints, utility models, designs and design applications, technology, Know-How, software, ideas and improvements, technical data, databases, mask works, customer lists, and other proprietary or confidential information and materials; (e) computer software programs, including all source code, object code and documentation relating thereto; and (f) all rights in the foregoing.

“ Investor ” means a Person designated jointly by PJC and Triax to be the party to the Board Documents, the Common Stock Purchase Agreement, the Senior Note Purchase Agreement and the Warrant.

“ Judicial Authority ” means any court, arbitrator, special master, receiver, tribunal or similar body of any kind (including any Governmental Authority exercising judicial powers or functions of any kind).

“ Know-How ” means trade secrets and other data, discoveries, concepts, ideas, research and development, information, formulae, formulations, inventions (whether or not the subject matter of a patent right and including inventions conceived prior to the Closing Date but not documented as of the Closing Date) and invention disclosures, compositions, designs,

drawings, plans, proposals, technical data, specifications, manufacturing and production processes and techniques, databases and other proprietary and confidential information, including archives, technical, scientific, analytical, regulatory and business knowledge and materials, customer and supplier lists and contact names, pricing and cost information, financial, business and marketing plans and proposals, techniques, operating manuals and quality control procedures.

“ IRS ” means the United States Internal Revenue Service and any successor thereto.

“ Lamington Road ” means Lamington Road Limited, an Irish limited company.

“ Law ” means any treaty, code, statute, law (including common law), rule, regulation, convention, ordinance, Order, regulatory policy statement or similar guidance, binding directive or decree of any Governmental Authority or Judicial Authority.

“ Legal Proceedings ” means any judicial, administrative or arbitral claim, action, complaint, hearing, petition, suit, mediation, litigation, investigation, examination, inspection or other proceeding, at law or in equity, in any case, by or before a Governmental Authority or Judicial Authority.

“ Legal Requirement ” means: (a) any federal, state, local, municipal, foreign, international, multinational or other Law; (b) the terms and conditions of any agreement with a Governmental Authority; (c) the terms and conditions of any Permit; or (d) any governmental requirements or restrictions of any kind, or any rule, regulation or order promulgated thereunder.

“ Liabilities ” means any and all Indebtedness, liabilities, obligations, deficiencies, penalties, assessments, fines, claims, causes of action or other losses, fees, costs or expenses, whether accrued or fixed, absolute or contingent, matured or unmatured, due or to become due and whether arising under any Order, Contract or otherwise.

“ Lien ” means any lien, claim, charge, right of way, pledge, security interest, option, right of first refusal or offer, easement, right of others, mortgage, deed of trust, hypothecation, conditional sale, servitude, transfer restriction under any Applicable Law, shareholder agreement or similar Contract or similar encumbrance.

“ Loan Agreement ” means the Amended and Restated Loan and Security Agreement dated as of May 16, 2014, as heretofore amended, among White Eagle Asset Portfolio, LP, a Delaware limited partnership, as Borrower, Imperial Finance & Trading, LLC, a Florida limited liability company, as Initial Servicer, Initial Portfolio Manager and Guarantor, Lamington Road Bermuda Ltd., a Bermuda company, as Portfolio Manager, the Lenders party thereto, and CLMG Corp., a Texas corporation, as the administrative agent for the Lenders.

“ Loss ” has the meaning set forth in Section 11.2.

“ Material Adverse Effect ” means any event, circumstance, change or effect that, individually or in the aggregate, has, or is reasonably expected to have, a material adverse effect

on the assets, Liabilities, results of operations, business or financial condition of a Person and its Subsidiaries, taken as a whole, or the ability of such Person to consummate the Transactions in a timely manner; provided , however , that none of the following events, circumstances, changes or effects, in and of itself or themselves, shall constitute (or be taken into account in determining the occurrence of) a Material Adverse Effect: (a) any change in general economic conditions or effects resulting from factors generally affecting companies in the industry in which such Person conducts business; (b) the announcement or performance of this Agreement or the Transactions contemplated hereby; (c) any change required by any change in law or accounting standards or any change in the interpretation or enforcement of any of the foregoing; or (d) the failure of the financial or operating performance of such Person, such Person’s Subsidiaries or such Person’s business to meet internal or analyst projections, forecasts or budgets (or the projections, forecasts or budgets of another Party hereto) for any period; provided , further , that with respect to each of the exclusions in clauses (a) or (c) above, such exclusions shall only apply to the extent that the effect of such change is not materially more adverse with respect to such Person and its Subsidiaries than the effect on comparable businesses in the industry in which such Person and its Subsidiaries conduct business.

“ New Convertible Note Holder ” means any Person that is the beneficial owner (or nominee, investment manager or subadvisor for the beneficial owner) of a New Convertible Note.

“ New Convertible Note Indenture ” means an Indenture substantially in the form attached hereto as Exhibit B, with any modifications thereto in form and substance reasonably satisfactory to the Consenting Convertible Note Holders, pursuant to which the New Convertible Notes are issued, that is executed and delivered on the Closing Date between the Convertible Note Trustee and Emergent.

“ New Convertible Notes ” means Emergent’s 5.0% Senior Unsecured Convertible Notes due 2023 issued pursuant to the New Convertible Note Indenture.

“ New Note ” means a New Convertible Note or a New Senior Note.

“ New Senior Note Indenture ” means an Indenture substantially in the form attached hereto as Exhibit C pursuant to which the New Senior Notes are issued, that is executed and delivered on the Closing Date between the Senior Note Trustee and Emergent.

“ New Senior Notes ” means Emergent’s 8.5% Senior Notes due 2021 issued pursuant to the New Senior Note Indenture.

“ Notice ” has the meaning set forth in Section 13.2.

“ Note Holder ” means a Convertible Note Holder or a Senior Note Holder.

New Convertible Notes and the other agreements, documents and instruments to be delivered in connection with the transactions contemplated by any of the foregoing.

“ Note ” means a Convertible Note or a Senior Note.

“ Offering Memorandum ” means a definitive offering memorandum relating to the Convertible Note Exchange Offer or the Senior Note Exchange Offer, as the case may be, in form and substance reasonably satisfactory to Emergent, PJC and the Consenting Convertible Note Holders.

“ Order ” means any judgment, writ, decree, directive, decision, injunction, ruling, award assessment, arbitration award, or order (including any consent decree or cease and desist order) of any kind of any Governmental Authority or Judicial Authority.

“ Ordinary Course of Business ” means with respect to Emergent and its Subsidiaries, the conduct of their businesses in accordance with the normal day-to-day customs, practices and procedures, consistent with past practice.

“ Party ” and “ Parties ” have the respective meanings set forth in the Preamble.

“ Permit ” means any consent, franchise, license, approval, authorization, registration, certificate, certification or permit issued or granted by any Governmental Authority.

“ Person ” means any individual, partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company or other entity.

“ PJC ” has the meaning set forth in the Preamble.

“ Pre-Closing Period ” has the meaning set forth in Section 6.1(a).

“ Proxy Statement ” means a proxy or information statement prepared by Emergent and relating to the vote by or consent of the holders of the Common Stock that is necessary to obtain the Shareholder Approval that is reasonably satisfactory to PJC.

“ Registration Rights Agreement ” means an agreement among the Company, the Investor, the New Convertible Note Holders that are parties to the Common Stock Purchase Agreement and the Persons that are to be New Convertible Note Holders upon Closing pursuant to which the Company will register the resale by the Investor and such Persons of the Shares, the Warrant Shares, the New Convertible Notes and the shares of Common Stock into which the New Convertible Notes may be converted under the Securities Act, in form and substance reasonably satisfactory to the Company, PJC and Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes in their reasonable discretion.

“ Registration Statement ” has the meaning set forth in Section 6.11(c).

“ Sanctions ” has the meaning set forth in Section 3.10(a)(i).

“ Sarbanes-Oxley A ct” has the meaning set forth in Section 3.4(a).

“ SEC” means the United States Securities and Exchange Commission and any successor thereto.

“ SEC Documen ts” has the meaning set forth in Section 3.4(a).

“ Securities A ct” means the Securities Act of 1933, as amended.

“ Senior Note Exchange O ffer” means the exchange offer offered to the Senior Note Holders to exchange their Senior Notes for New Senior Notes subject to the New Senior Note Indenture and upon such conditions as are reasonably satisfactory to Emergent and PJC, including without limitation the condition that the holders of not less than 98% of the aggregate outstanding principal amount of the Senior Notes validly accept and exchange all of the Senior Notes they hold pursuant to such exchange offer (which condition may only be waived with PJC’s prior written consent in its sole discretion).

“ Senior Note H older” means any Person that is the registered holder of a Senior Note.

“ Senior Note I ndenture” means the Indenture dated as of March 11, 2016 between Emergent and the Senior Note Trustee pursuant to which the Senior Notes were issued.

“ Senior Note Purchase Agreeme nt” means an agreement between the Investor and one or more Senior Note Holders who accept and exchange all of their Senior Notes in the Senior Note Exchange Offer, substantially in the form attached hereto as Exhibit D, pursuant to which the Investor purchases on the Closing Date 100% of the aggregate principal amount of the New Senior Notes that are to be issued to such Senior Note Holders on the Closing Date (which aggregate principal amount shall be no less than $15 million) at a price equal to the face amount of each New Senior Note purchased.

“ Senior Note T rustee” means Wilmington Trust, National Association, as Trustee under the Senior Note Indenture.

“ Senior N otes” means Emergent’s 15.0% Senior Secured Notes due 2018.

“ Shares” means shares of Common Stock to be issued and sold pursuant to the Common Stock Purchase Agreement.

“ Special D ividend” means a dividend or distribution paid by Lamington Road prior to the Closing Date in amount and in a manner reasonably satisfactory to Emergent, PJC and the White Eagle Lenders.

“ Shareholder A pproval” means the approval of the holders of the Common Stock that is required to adopt, effect and consummate all of the Transactions, including without limitation the Articles Amendment.

“ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, any other Person (other than an individual) of which such Person owns, directly or indirectly, either alone or through or together with any other Subsidiary of such Person, stock or other equity interests representing more than 50% of the equity interests thereof or more than 50% of the ordinary voting power thereof.

“ Survival Period ” has the meaning set forth in Section 11.1.

“ Tax Authority ” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such Governmental Authority.

“ Tax Return ” means a report, return, declaration, election, form, agreement, claim for refund, or information return or statement, including any declaration, disclosure, estimate, schedule or attachment to any of the foregoing, and including any amendment thereof, in each case to the extent filed or required to be filed with a Tax Authority with respect to Taxes.

“ Taxes ” means all taxes, assessments, charges, duties, fees, levies, imposts, assessments or other governmental charges, including, (a) as applicable, national, local or foreign net income, gross income, gross receipts, net proceeds, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property, abandoned property, alternative, add-on minimum, windfall profits, premium, environmental, profits, workman’s compensation and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, whether disputed, payable directly or by withholding, and whether or not requiring the filing of a Tax Return and (b) all interest, penalties, fines, additions to tax or additional amounts imposed by any Tax Authority or Governmental Authority in connection with any item described in clause (a), and any liability for any items described in clauses (a) or (b) imposed as a result either of being a member of a combined, consolidated, unitary or affiliated group or of a contractual obligation to indemnify any Person.

“ Third Party Notice ” has the meaning set forth in Section 11.4.

“ Trading Market ” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market, the NASDAQ Global Select Market, the NASDAQ Capital Market, the OTCQX and the OTCQB (or any of their respective successors).

“ Transaction Documents ” means this Agreement, the Articles Amendment, the Board Documents, the Common Stock Purchase Agreement, the Convertible Note Exchange Offer, the New Convertible Note Indenture, the New Convertible Notes, the New Senior Note Indenture, the New Senior Notes, the Offering Memoranda, the Senior Note Exchange Offer, the Senior Note Purchase Agreement, the Warrant, the Registration Rights Agreement, the agreements and documents to be executed and delivered in connection with the Special Dividend and the Shareholder Approval, and the other agreements, documents and instruments to be delivered in connection with the Transactions.

“ Transactions ” means each of the transactions and actions contemplated by this Agreement and the other Transaction Documents.

“ Triax ” has the meaning set forth in the Recitals.

“ Walk-Away Date ” has the meaning set forth in Section 10.1(b).

“ Warrant ” means a Warrant issued by Emergent to the Investor, substantially in the form attached hereto as Exhibit E, pursuant to which the Investor will be granted the right to purchase from Emergent the Warrant Shares at a price of $0.25 per share.

“ Warrant Shares ” means up to 34,000,000 shares of Common Stock issuable upon the exercise of the Warrant.

“ White Eagle Lenders ” means the Lenders under the Loan Agreement.

Section 1.2 Construction .

(a) For the purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (i) words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders, (ii) references herein to “Articles,” “Sections,” “subsections” and other subdivisions, and to Exhibits, Schedules and other attachments, without reference to a document, are to the specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Schedules and other attachments to, this Agreement, (iii) a reference to a subsection or other subdivision without further reference to a Section is a reference to such subsection or subdivision as contained in the same Section in which the reference appears, (iv) the words “herein”, “hereof”, “hereunder”, “hereby” and other words of similar import refer to this Agreement as a whole and not to any particular provision, (v) the words “include”, “includes” and “including” are deemed to be followed by the phrase “without limitation”, (vi) all accounting terms used and not defined herein have the respective meanings given to them under GAAP, and (vii) any reference in this Agreement to “$” or “dollars” shall mean U.S. dollars.

(b) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(c) Each Party acknowledges that it and its attorneys have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement.

ARTICLE II

The Transactions

Section 2.1 The Special Dividend . Upon the terms and subject to the conditions set forth herein, on or prior to the Closing Date, and prior to the other Transactions contemplated by Section 2.3, Emergent and PJC shall in good faith determine and negotiate the terms and documents, each of which shall be reasonably acceptable to Emergent, PJC and the White Eagle Lenders, pursuant to which Emergent would (a) cause Lamington Road to pay the Special Dividend, (b) cause the proceeds of the Special Dividend to be paid over to Emergent and (c) use the proceeds of the Special Dividend (i) to repay Indebtedness under the Senior Note Indenture, (ii) to fund reserves maintained by Emergent and its Subsidiaries or (iii) for general corporate purposes, including the funding of growth.

Section 2.2 Articles Amendment . Upon the terms and subject to the conditions set forth herein (including, without limitation, Section 6.11), prior to the Closing Date, and prior to the other Transactions contemplated by Section 2.3, Emergent shall file the Articles Amendment with the Secretary of State of the State of Florida.

Section 2.3 Other Transactions . Upon the terms and subject to the conditions set forth herein and in the other Transaction Documents (including the conditions to the consummation of the Exchange Offers), on the Closing Date, (a) Emergent shall cause the Board Documents to be in full force and effect, (b) PJC shall cause the Investor to, and the other parties to the Common Stock Purchase Agreement shall, consummate the Common Stock Purchase Agreement, (c) Emergent shall execute and shall cause the Convertible Note Trustee to execute the New Convertible Note Indenture, and Emergent shall cause the New Convertible Notes to be issued to the Convertible Note Holders that validly accepted the Convertible Note Exchange Offer and exchanged their Convertible Notes, (d) Emergent shall execute and shall cause the Senior Note Trustee to execute the New Senior Note Indenture, and Emergent shall cause the New Senior Notes to be issued to the Senior Note Holders that validly accepted the Senior Note Exchange Offer and exchanged their Senior Notes, (e) PJC shall cause the Investor to, and the Senior Note Holders party thereto shall, execute, deliver and consummate the Senior Note Purchase Agreement, (f) Emergent shall issue the Warrant to the Investor, and (g) if requested by the White Eagle Lenders and PJC, Emergent shall cause its relevant Subsidiaries to enter into an amendment to the Loan Agreement.

Section 2.4 Closing Deliveries . At the consummation of each of the Transactions, each of the Parties to such Transaction shall make such payments (and PJC shall cause the Investor to make such payments) and deliver (and PJC shall cause the Investor to deliver) to the other parties thereto the documents, certificates and other deliverables contemplated to be made or delivered by them pursuant to this Agreement and the relevant Transaction Document.

Governmental Authority or Judicial Authority, including without limitation any approval of the SEC, or under any other Law relating to the issuance and sale of securities.

ARTICLE III

Representations and Warranties of Emergent

In addition to any representations and warranties set forth in any other Transaction Document, except as expressly disclosed in the SEC Documents or as may otherwise be set forth in the Schedules, which shall be organized by Section and Subsection corresponding to the representations and warranties set forth in this Agreement with only those disclosures listed in a Section or Subsection of the Schedules modifying the corresponding (and no other) Section or Subsection of this Agreement, Emergent represents and warrants as of the date hereof and as of the Closing Date as follows:

Section 3.1 Existence; Good Standing; Authority; Enforceability .

(a) Each of Emergent and each of its Subsidiaries is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof and (ii) duly licensed or qualified to do business as a foreign corporation or other entity (as applicable) in, and are in good standing (as applicable) under the Applicable Laws of, each jurisdiction under which such licensing or qualification is necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. True and complete copies of the organizational documents of Emergent and each of its Subsidiaries have been heretofore provided to PJC. Emergent and its Subsidiaries are in compliance with, and are not in violation or default under, the terms of their organizational documents.

(b) Each of Emergent and each of its Subsidiaries that is to be a party to any Transaction has the requisite corporate or other entity (as applicable) power and authority to execute and deliver this Agreement (in the case of Emergent) and the other Transaction Documents to which it is or shall be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herein and therein. The execution and delivery by each of Emergent and each of its Subsidiaries that is to be a party to any Transaction of this Agreement (in the case of Emergent) and the other Transaction Documents to which it is or shall be a party, the performance of its obligations hereunder and thereunder, and the consummation by it of the transactions contemplated herein and therein have been duly authorized by all requisite corporate or other entity (as applicable) action on the part of Emergent and each such Subsidiary and no other corporate or other entity (as applicable) authorization or proceedings on the part of Emergent or any such Subsidiary is required therefor, except for the Shareholder Approval. This Agreement (in the case of Emergent) and each other Transaction Document to which Emergent or a Subsidiary of Emergent is or shall be a party has been or shall be duly executed and delivered by Emergent or such Subsidiary, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement and such other

Transaction Documents by the other parties hereto and thereto, each constitutes or shall constitute a legal, valid and binding obligation of Emergent or such Subsidiary, as the case may be, enforceable against it in accordance with its terms, except for the Equitable Exceptions.

(c) Except for the Shareholder Approval, no notices are required to be delivered to, and no approvals and consents are required to be obtained from, the board of directors (or similar governing body, as applicable) or stockholders or equity holders of Emergent or any Subsidiary of Emergent under: (i) Applicable Law; (ii) the organizational documents of Emergent or any such Subsidiary; or (iii) any Contract to which Emergent or any of its Subsidiaries is a party in connection with the execution and delivery by Emergent and its Subsidiaries of this Agreement and the other Transaction Documents to which any of them is or shall become a party and the consummation of the transactions contemplated herein and therein.

(d) The board of directors of Emergent, at a meeting duly called and held or by unanimous written consent, adopted resolutions that are in full force and effect as of the date of this Agreement (i) approving this Agreement and the other Transaction Documents, (ii) declaring that this Agreement and the other Transaction Documents are in the best interests of Emergent’s stockholders, (iii) approving and declaring advisable and in the best interest of Emergent’s stockholders, the Articles Amendment, and (iv) recommending that Emergent’s stockholders approve and adopt the Articles Amendment.

(e) The affirmative vote of a majority of the votes cast at a meeting of the holders of the Common Stock at which a quorum of such holders is present in person or by proxy is the only vote of the holders of any class or series of capital stock of Emergent necessary to adopt and approve the Articles Amendment.

Section 3.2 Capitalization .

(a) The authorized capital stock of Emergent and the number of shares of capital stock of Emergent issued and outstanding (each, an “ Emergent Equity Interest ”) is as set forth in Schedule 3.2(a). Schedule 3.2(a) accurately sets forth a complete and accurate list of (i) the name of every officer and director of Emergent and every Person owning, beneficially and of record, 5% or more of the Emergent Equity Interests together with the number of Emergent Equity Interests held by each such officer, director and Person and (ii) the class or type of Emergent Equity Interest so owned.

(b) Schedule 3.2(b) sets forth (1) the authorized capital stock or equity interests of each of Emergent’s Subsidiaries and the number of shares of capital stock or equity interests of each Emergent Subsidiary issued and outstanding and (2) a complete and accurate list of (x) the name of each Person owning, beneficially and of record, shares of capital stock of or an equity interest in each of Emergent’s Subsidiary and (y) the class or type of equity interests so owned.

Subsidiaries were, when issued in accordance with the terms thereof, duly authorized (to the extent applicable), validly issued and (to the extent applicable) fully paid and nonassessable, and such issued or outstanding Emergent Equity Interests and shares of capital stock or other equity interests were not issued in violation of any pre-emptive rights, rights of first offer, first refusal or similar rights, or in violation of any Applicable Laws.

(d) Except as set forth in Schedule 3.2(d) and pursuant to the Transaction Documents, there are no outstanding Contracts, options, warrants or other rights of any kind that entitle any Person to acquire (including securities exercisable or exchangeable for or convertible into) any Emergent Equity Interests or shares of capital stock or other equity interests of any of its Subsidiaries) or any Notes, and no Emergent Equity Interests or shares of capital stock or equity interests of its Subsidiaries or Notes have been reserved or set aside for any purpose. Neither Emergent nor any of its Subsidiaries is subject to any Contract or obligation (contingent or otherwise) to redeem, purchase, call or otherwise retire, acquire or register any shares of its capital stock or any of its equity interests or any Notes. There are no voting trusts, proxies or other Contracts to which Emergent or any of its Subsidiaries is a party or is bound with respect to the voting of any shares of capital stock or equity interests of such Person.

(e) Except as contemplated by this Agreement, no resolution has been passed by the board of directors (or similar governing body, as applicable) or stockholders of Emergent or any of its Subsidiaries on the basis of which the corporate capital of Emergent or any of its Subsidiaries may be increased or reduced, or however modified. There is no outstanding or authorized phantom stock, stock appreciation, profit participation or similar rights with respect to Emergent or any of its Subsidiaries. No capital contributions are required to be made with respect to the Emergent Equity Interests or shares of capital stock or equity interests of any of Emergent’s Subsidiaries.

(f) The minutes of meetings, or written consents in lieu of meetings, of the stockholders, board of directors (or similar governing body, as applicable) and committees of the board of directors of Emergent and each of its Subsidiaries have been maintained pursuant to such Person’s organizational documents and Applicable Laws and accurately reflect in all material respects, without any material omission, the proceedings at such meetings and the resolutions passed from time to time. Such resolutions have been passed in compliance with the provisions of the organizational documents of Emergent and each such Subsidiary. There are no Contracts to which Emergent, any of Emergent’s Subsidiaries, or any stockholder or equity holder of Emergent of any of Emergent’s Subsidiaries, is a party with respect to: (i) the voting of any Emergent Equity Interests or shares of capital stock or equity interests of any of Emergent’s Subsidiaries (including any proxy or director nomination or similar rights); or (ii) the transfer of, or transfer restrictions on, any Emergent Equity Interests or shares of capital stock or equity interests of any of its Subsidiaries.

(g) Except as set forth on Schedule 3.2(g), neither Emergent nor any of its Subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to their outstanding capital stock or equity interests or any Notes that are in effect.

(h) Except as set forth on Schedule 3.2(h) and as contemplated hereunder, Emergent has not granted any rights for or relating to the registration of any shares of Common Stock or other securities of the Company.

Section 3.3 No Conflicts; Consents .

(a) Neither the execution, delivery or performance by Emergent and its Subsidiaries of the Transaction Documents in accordance with their terms to which it is or shall be a party, nor the consummation by Emergent or such Subsidiaries of the transactions contemplated herein or therein, does or shall violate, conflict with, breach or constitute a default under (in each case, with or without the giving of notice, the lapse of time or both) any of the provisions of: (i) any of the organizational documents of Emergent or any of its Subsidiaries; (ii) any Contract; (iii) any Applicable Law; or (iv) any Permit or Order or judgment applicable to Emergent or any of its Subsidiaries.

(b) Neither the execution, delivery or performance by Emergent and its Subsidiaries of the Transaction Documents in accordance with their terms to which it is or shall be a party, nor the consummation by Emergent or its Subsidiaries of the transactions contemplated herein or therein, does or will: (i) other than the written approval of the Florida Office of Insurance Regulation, require Emergent or its Subsidiaries to obtain or make any Consent, waiver, approval, authorization, Order or Permit of, declaration, filing or registration with, other action by, or notification to, any Governmental Authority (other than the filing of the Articles Amendment); or (ii) require the Consent, waiver, approval, authorization, notification or action of, by or to (as applicable) any other Person pursuant to the terms and conditions of any Contract in order to avoid any breach, default, violation, termination, modification or prepayment thereunder and to avoid the acceleration or cancellation of any rights or obligations thereunder.

Section 3.4 SEC Filings; Financial Statements; No Undisclosed Liabilities; Controls; Registration; Investment Company .

(a) Emergent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with or to the SEC since January 1, 2011 (the “ SEC Documents ”). True, correct, and complete copies of all SEC Documents are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“ EDGAR ”). To the extent that any SEC Document available on EDGAR contains redactions pursuant to a request for confidential treatment or otherwise, Emergent has made available to PJC the full text of all such SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act of 2002 (including the rules and regulations promulgated thereunder, the “ Sarbanes-Oxley Act ”), and the

rules and regulations of the SEC thereunder applicable to such SEC Documents. None of the SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To Emergent’s knowledge, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Documents. None of Emergent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with or to the SEC.

(b) The audited consolidated balance sheet of Emergent and its Subsidiaries as of December 31, 2015 and related audited consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year ended December 31, 2015 contained in the 10-K (the “ Audited Financial Statements ”); and (ii) the unaudited consolidated financial statements of Emergent and its Subsidiaries as of September 30, 2016 contained in the 10-Q (the “ Interim Financial Statements ” and, together with Audited Financial Statements, the “ Financial Statements ”) have been prepared in accordance with GAAP (other than, with respect to Interim Financial Statements, the omission of footnotes required under GAAP and normal year-end audit adjustments) and present fairly, in all material respects, the financial condition, results of operations, cash flows and stockholders’ equity of Emergent and its Subsidiaries at the applicable dates and for the periods indicated therein.

(c) Except for Liabilities incurred after December 31, 2015 in the Ordinary Course of Business (none of which, individually or in the aggregate, are material and none of which relates to any violation of Applicable Law or breach of Contract), Emergent and its Subsidiaries have no Liabilities that are not set forth in the Financial Statements, in either case that would be required to be disclosed or reserved against in a balance sheet in accordance with GAAP.

(d) Emergent and each of its Subsidiaries maintain internal accounting controls and procedures appropriate for a publicly-held company with assets and operations of its size and scope sufficient to: (i) permit preparation of its financial statements in accordance with GAAP; and (ii) provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The financial books and records of Emergent and its Subsidiaries are accurate and complete in all material respects. There are no weaknesses in the design or operation of the internal accounting controls and procedures of Emergent or its Subsidiaries that would materially and adversely affect their ability to record and report financial data. Emergent and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that Emergent’s internal control over financial reporting is effective and none of

Emergent, its board of directors and audit committee is aware of any “significant deficiencies” or “material weaknesses” (each as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, or any fraud, whether or not material, that involves management or other employees of Emergent and its Subsidiaries who have a significant role in Emergent’s internal controls; and since the end of the latest audited Fiscal Year, there has been no change in Emergent’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, Emergent’s internal control over financial reporting. Emergent’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the stock exchange rules applicable to Emergent (“ Exchange Rules ”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable requirements of the Exchange Rules and Emergent’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules. Emergent has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to Emergent and its Subsidiaries is made known to the principal executive officer and the principal financial officer.

(e) Without limiting any other provision of this Agreement or any other Transaction Document, Emergent is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the SEC thereunder.

(f) The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act and is included or approved for listing or quotation on the OTCQB market and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the OTCQB market nor has the Company received any notification that the SEC or the OTCQB market is contemplating terminating such registration or listing. The Company has complied in all material respects with the applicable requirements of the OTCQB market for maintenance of inclusion of the Common Stock thereon.

(g) Emergent is not an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

Section 3.5 Absence of Certain Changes . Since December 31, 2015, (i) there has not been any Material Adverse Effect, (ii) Emergent and its Subsidiaries have conducted their businesses only in the Ordinary Course of Business, and (iii) neither Emergent nor any of its Subsidiaries has taken any action or failed to take any action which would constitute a breach of Article VI hereof if such action was taken or such failure occurred, as applicable, after the date hereof.

that would reasonably be expected to result in such a proceeding. Neither Emergent nor any of its Subsidiaries is subject to any outstanding Order that has not been fully performed or satisfied or that prohibits or restricts the consummation of the Transactions.

Section 3.7 Taxes .

(a) Except as set forth in Schedule 3.7(a): (i) Emergent and each of its Subsidiaries has filed all income and other Tax Returns that are required to have been filed; (ii) all such Tax Returns are correct and complete in all material respects; and (iii) all income and other Taxes due by or with respect to the income, assets, or operations of Emergent and each of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or shall be timely paid in full on or prior to the Closing Date.

(b) Except as set forth in Schedule 3.7(b): (i) neither Emergent nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any Tax Return; (ii) there are no Liens for Taxes upon any of the assets of Emergent or any of its Subsidiaries; and (iii) Emergent and each of its Subsidiaries has withheld and paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and (x) all such Taxes have been timely paid over to the applicable Tax authorities and (y) all Forms W-2 and 1099 required with respect thereto have been completed and filed in material compliance with Applicable Law.

(c) Except as set forth in Schedule 3.7(c): (i) neither Emergent nor any of its Subsidiaries has, for any Taxable year with respect to which the applicable statute of limitations has not expired, been the subject of an audit or other examination of Taxes by any Tax authority and no such audit is pending; (ii) neither Emergent nor any such Subsidiary has been notified in writing of any request for such an audit or other examination; (iii) neither Emergent nor any such Subsidiary is presently contesting any Tax liability before any court, tribunal or agency; and (iv) there is no dispute, assessment, deficiency proposed in writing, or claim concerning any Tax Liability of Emergent or any such Subsidiary, either (A) claimed or raised in writing by any Tax Authority, or (B) to Emergent’s knowledge.

(d) Except as set forth in Schedule 3.7(d), neither Emergent nor any of its Subsidiaries has, for any taxable period with respect to which the applicable statute of limitation has not expired: (i) entered into an agreement or waiver, or been requested to enter into an agreement or waiver, of any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (ii) granted a power-of-attorney relating to Tax matters to any person; or (iii) applied for and/or received a ruling or determination from any Tax Authority.

(e) Except as set forth in Schedule 3.7(e), neither Emergent nor any of its Subsidiaries: (i) is a party to or bound by any tax allocation, tax sharing, tax indemnification or similar agreement; (ii) has, for any taxable period with respect to which the applicable statute of limitations has not expired, been included in any “consolidated,” “unitary” or “combined” Tax Return provided for under the laws of any jurisdiction (other than a group, the common parent of which was Emergent); or (iii) has any Liability for the Taxes of any Person (including, without

limitation, under Section 1.1502-6 of the Treasury Regulations, or any similar provision of state, local or non-U.S. law), as a transferee or successor, by Contract, or otherwise.

(f) Except as set forth in Schedule 3.7(f), neither Emergent nor any of Emergent’s Subsidiaries has been a party to any “listed transaction,” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b) of the Treasury Regulations.

(g) Except as set forth in Schedule 3.7(g), no claim has, for any taxable period with respect to which the applicable statute of limitations has not expired, been made in writing by any Tax Authority that Emergent or any of its Subsidiaries is subject to Tax in a jurisdiction in which it does not file Tax Returns.

(h) Except as set forth in Schedule 3.7(h), neither Emergent nor any of its Subsidiaries shall be required to include any item of income in, or exclude any deduction from, Taxable income for any taxable period (or portion thereof) ending after the Closing as a result of any: (A) change in method of accounting for a tax period ending prior to the Closing, (B) “closing agreement” with an applicable Tax Authority executed on or prior to the Closing, (C) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law) occurring or triggered on or prior to the Closing, (D) installment sale or open transaction disposition made on or prior to the Closing, (E) prepaid amount received on or prior to the Closing, (F) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date, or (G) election under Section 108(i) of the Code.

(i) Emergent has made available to PJC, prior to the date hereof, all income and other material Tax Returns of Emergent since 2010, and of each of its Subsidiaries since 2010. In the case of each such Tax Return, Emergent has indicated whether it was subject to audit, examination, adjustment, deficiency, or any other form of controversy.

(j) Neither Emergent nor any of its Subsidiaries is a party to any Contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local, or non-U.S. Tax law).

(k) Neither Emergent nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(l) Neither Emergent nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code.

Section 3.8 Compliance with Laws; Permits .

(a) Emergent and its Subsidiaries are and have been in compliance with Applicable Laws and Orders in all material respects. No investigation, review or Legal

Proceeding by any Governmental Authority or Judicial Authority in relation to any actual or alleged violation of Applicable Law or Order by Emergent or any of its Subsidiaries is pending or, to Emergent’s knowledge, threatened, nor has Emergent or any of its Subsidiaries received any written notice from any Governmental Authority or Judicial Authority indicating an intention to conduct the same or alleging any violation of or noncompliance with any Applicable Law or Order. Neither Emergent nor any of its Subsidiaries is a party to or subject to any Order, consent or Contract that: (i) materially restricts its ability conduct of its business; or (ii) would otherwise reasonably be expected to, either individually or in the aggregate, result in a Material Adverse Effect.

(b) Emergent and its Subsidiaries have obtained all Permits reasonably necessary for them to conduct their businesses and to own and operate property used in their businesses and all of such Permits are valid and in full force and effect. No material defaults or violations exist or have been recorded in respect of any of such Permits. No Legal Proceeding is pending or, to Emergent’s knowledge, threatened, concerning the rescission, suspension, modification, revocation, withdrawal, cancellation, termination, limitation or non-renewal of any Permit (except any pending renewal applications). Since January 1, 2013, neither Emergent nor any of its Subsidiaries has had any material Permit that was used in the conduct of its business rescinded, suspended, modified, revoked, withdrawn, cancelled, terminated, limited or not renewed, and Emergent has no reason to believe that any such Permit shall be rescinded, suspended, modified, revoked, withdrawn, cancelled, terminated, limited or not renewed in the future.

Section 3.9 Certain Payments . None of Emergent or any of its Subsidiaries, or to Emergent’s knowledge, any of their Affiliates or any member of the board of directors or officer of Emergent, its Subsidiaries or any of their Affiliates, or any consultant, agent, employee or other Person acting for or on behalf of Emergent, its Subsidiaries or any of their Affiliates, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, or other party acting on behalf of or under the auspices of a governmental official or Governmental Authority which is in any manner illegal under any Laws of the United States or any other country having jurisdiction; or (c) made any payment to any customer or supplier of Emergent or its Subsidiaries, or given any other consideration to any such customer or supplier that violates Applicable Law, including any Legal Requirements relating to any unlawful bribe, rebate, payoff, influence payment, kickbacks, money laundering, political contributions, gift or gratuities. Without limiting the foregoing, none of Emergent, its Subsidiaries or any of their Affiliates or any member of the board of directors or officer of Emergent, its Subsidiaries or any of their Affiliates, or any consultant, agent, employee or other Person acting for or on behalf of Emergent, its Subsidiaries or any of their Affiliates, has, directly or indirectly, taken any action that would result in a violation by such Persons of the U.S. Foreign Corrupt Practices Act (15 U.S.C.§§ 78m(b), 78dd-1, 78dd-2, 78ff), as amended (the “ FCPA ”) or any rules or regulations thereunder or any other applicable anti-corruption Law, including: (x) by making use of the mails or any means or instrumentality of interstate commerce in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value, directly or indirectly, to any “foreign

official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office to secure official action, or to any Person (whether or not a foreign official) to influence that Person to act in breach of a duty of good faith, impartiality or trust (“acting improperly”) or to reward the Person for acting improperly, in contravention of the FCPA or any other applicable anticorruption Law; (y) by requesting, agreeing to receive or accepting a financial or other advantage intending that, as a consequence, anyone’s work duties shall be performed improperly, or as a reward for anyone’s past improper performance; or (z) by otherwise offering or conveying, directly or indirectly (such as through an agent), anything of value to obtain or retain business or to obtain any improper advantage, including any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment to a foreign government official, candidate for office, or political party or official of a political party. Emergent, its Subsidiaries and their Affiliates have conducted their respective businesses in compliance with all applicable anti-corruption Laws, including the FCPA, and Emergent, its Subsidiaries and their Affiliates have instituted and maintained policies and procedures designed to cause each such Person to comply with all applicable anti-corruption Laws, including the FCPA. Since January 1, 2011, neither Emergent nor any Subsidiary thereof has conducted or initiated any internal investigation for which it engaged a third party investigator or with respect to which a presentation was made to the board of directors (or similar governing body, as applicable), or made a voluntary, directed, or involuntary disclosure to any Governmental Authority, with respect to any alleged act or omission arising under or relating to any noncompliance with the FCPA or any other Legal Requirements referred to in this Section 3.9.

Section 3.10 Sanctions . (a) Neither Emergent nor any of its Subsidiaries, nor any of their directors, officers or employees, nor, to the Emergent’s knowledge, any agent, affiliate or representative of Emergent or its subsidiaries, is an individual or entity that is, or is owned or controlled by an individual or entity that is:

(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “ Sanctions ”), nor

(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Russia, Sudan and Syria).

(b) Neither Emergent nor any of its Subsidiaries will, directly or indirectly, use the proceeds of the Transactions, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity:

(i) to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(ii) in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as initial purchaser, advisor, investor or otherwise).

(c) For the past five years, neither Emergent nor any of its Subsidiaries has knowingly engaged in, and is not now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Section 3.11 Brokers . No broker, finder, investment banker or other Person has been engaged by Emergent or any of its Subsidiaries or their Affiliates that is entitled to any brokerage, finder’s or other fee or commission from Emergent or any of its Subsidiaries or their Affiliates in connection with the transactions contemplated herein.

Section 3.12 Anti-Takeover Measures . Emergent is not a party to a rights agreement, poison pill or similar Contract, arrangement or plan.

Section 3.13 Full Disclosure . All of the reports, financial statements and certificates furnished by or on behalf of Emergent or any of its Subsidiaries to any other Party or any Consenting Convertible Note Holder in connection with the negotiation of this Agreement or hereafter delivered hereunder or reports filed pursuant to the Exchange Act (as modified or supplemented by other information so furnished prior to the date on which this representation and warranty is made or deemed made) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Emergent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 3.14 Accounts Receivable; Accounts Payable . All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

with financially sound and reputable insurers and constitute insurance that is customarily carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses as Emergent and its Subsidiaries, in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions that are customary for such Persons. All premiums payable under the Insurance Policies have been paid to the extent such premiums are due and payable, and Emergent and its Subsidiaries have otherwise complied with the terms and conditions of all of the Insurance Policies in all material respects. There is no threatened termination of, premium increase with respect to (excluding premium increases that occur in connection with renewals of the Insurance Policies), or material alteration of coverage under, any of the Insurance Policies, and there are no facts or circumstances that would reasonably be expected to give rise to any such termination, premium increase or alteration. There are no pending material disputes between Emergent or any of its Subsidiaries, on the one hand, and any underwriters of any of the Insurance Policies on the other hand. No claims have been denied under the Insurance Policies at any time during the three (3) year period ending on the Closing Date. During the three (3) year period ending on the Closing Date, there have been no gaps in the Company’s and its Subsidiaries’ insurance coverage.

Section 3.16 Employee Benefit Plans .

(a) Schedule 3.16(a) sets forth a complete list of each Benefit Plan of Emergent and its Subsidiaries. Correct and complete copies of all documents comprising such Benefit Plans, including: (i) all plan documents (or, in the case of any such Benefit Plan that is unwritten, an accurate description thereof); (ii) the most recent summary plan descriptions for each such Benefit Plan for which a summary plan description is required; (iii) the three (3) most recent annual reports on IRS Form 5500 required to be filed with the IRS with respect to each such Benefit Plan (if any such report is required); and (iv) each trust agreement and insurance or group annuity Contract relating to any such Benefit Plan, have been provided to PJC.

(b) All Benefit Plans of Emergent and its Subsidiaries are valid and binding and in full force and effect, and there are no material defaults by Emergent or any of its Subsidiaries thereunder. Each such Benefit Plan has been administered and operated in all respects in accordance with its terms and with all applicable provisions of ERISA, the Code, and other Applicable Law, and Emergent and each ERISA Affiliate has performed and complied in all respects with all of its obligations under or with respect to each such Benefit Plan, including the reporting and disclosure obligations and fiduciary obligations under ERISA, except for any failures to administer, operate, perform or comply that would have no material effect on Emergent and its Subsidiaries, taken as a whole. Any such Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination letter. Except as set forth in Schedule 3.16(b), neither Emergent nor any of its Subsidiaries provides any post-employment or retiree welfare benefits under any Benefit Plan. There are no pending or, to Emergent’s knowledge, threatened Legal Proceedings relating to any such Benefit Plan, except for pending or threatened Legal Proceedings that would not reasonably be expected to, either individually or in the aggregate, result in Liability that is material to Emergent and its Subsidiaries, taken as a whole. Neither Emergent, nor, any other “disqualified person” or “party in interest” (as defined in Section

4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in, or failed to engage in, any transactions with respect to any such Benefit Plan that are reasonably likely to subject Emergent or any of its Subsidiaries to any material Tax, damages or penalties imposed by Section 409A, 4975 or 4980B of the Code or Section 502(i), 502(c), 502(1) and 601 through 608 of ERISA.

(c) Except as set forth in Schedule 3.16(c), no Benefit Plan of Emergent and its Subsidiaries, and no employee benefit plan contributed to by an ERISA Affiliate, is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and neither Emergent or any ERISA Affiliate has contributed to any such plan during the six year period immediately preceding the date hereof. No such Benefit Plan is a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA.

(d) All contributions and all premium payments required to be made, and required claims to be paid, under the terms of any Benefit Plan of Emergent and its Subsidiaries have been timely made or reserves established therefor on the Financial Statements, which reserves are adequate in all material respects, (ii) neither Emergent nor any of its Subsidiaries has received any notice that any such Benefit Plan is under audit or review by any Governmental Authority and no audit or review is pending, (iii) any Benefit Plan of Emergent and its Subsidiaries which is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) that Emergent or any Subsidiary thereof is a party to has been operated and administered in material compliance with Section 409A of the Code and any proposed and final guidance under Section 409A of the Code, (iv) the transactions contemplated by this Agreement shall not result in any payments, which alone or, together with any other payments, shall fail to be deductible as a result of the application of Section 280G of the Code, and (v) neither Emergent nor any of its Subsidiaries has filed, or is considering filing, an application under the IRS Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Benefit Plan.

(e) Schedule 3.16(e) sets forth a complete and correct list of all Benefits Liabilities of Emergent and its Subsidiaries.

Section 3.17 Private Placement . Assuming the accuracy of PJC’s representations and warranties set forth in Section 5.5, Section 5.6 and Section 5.7, no registration under the Securities Act is required for the offer and sale of the Warrant by the Company to the Investor as contemplated hereby. The issuance and sale of the Warrant hereunder does not contravene the rules and regulations of the Trading Market.

Section 3.18 No Integrated Offering . Assuming the accuracy of PJC’s representations and warranties set forth in Section 5.8 and other than with respect to the Transactions, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering of the Warrant to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or quoted.

Section 3.19 No General Solicitation . Neither the Company nor any person acting on behalf of the Company has offered the Warrant by any form of general solicitation or general advertising. The Company will offer the Warrant for sale only to the Investor.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CONSENTING CONVERTIBLE NOTE HOLDERS

In addition to any representations and warranties set forth in any other Transaction Document, each Consenting Convertible Note Holder, severally and not jointly, represents and warrants as to itself as of the date hereof and as of the Closing Date as follows:

Section 4.1 Existence; Good Standing; Authority; Enforceability .

(a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

(b) It has the requisite corporate or other entity (as applicable) power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or shall be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution and delivery by it of this Agreement and the other Transaction Documents to which it is or shall be a party, the performance of its obligations hereunder and thereunder, and the consummation by it of the Transactions have been duly authorized by all requisite corporate or other entity (as applicable) action on its part and no other corporate or other entity (as applicable) authorization or proceedings on its part is required therefor. This Agreement and each other Transaction Document to which it is or shall be a party has been or shall be duly executed and delivered by it, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, each constitutes or shall constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except for the Equitable Exceptions.

(c) No notices are required to be delivered to, and no approvals and consents are required to be obtained from, the board of directors (or similar governing body, as applicable) or stockholders or equity holders of such Consenting Convertible Note Holder under: (i) Applicable Law; (ii) the organizational documents of such Consenting Convertible Note Holder; or (iii) any Contract to which such Consenting Convertible Note Holder is a party in connection with the execution and delivery by it of this Agreement and the other Transaction Documents to which it is or shall become a party and the consummation of the transactions contemplated herein and therein.

Section 4.2 Ownership of Convertible Notes . Such Consenting Convertible Note Holder (i) is the sole beneficial owner of the principal amount of Convertible Notes set forth

opposite its name on Schedule 4.2 and/or (ii) has, with respect to the beneficial owners of such Convertible Notes, (x) full power and authority to vote on and consent to matters concerning such Notes (including all matters relating to such Convertible Notes as set forth in this Agreement and the other Transaction Documents), and (y) full power and authority to bind or act on behalf of, such beneficial owners with respect to such Convertible Notes as to the matters relating to such Convertible Notes as set forth in this Agreement and the other Transaction Documents. To the knowledge of such Consenting Convertible Note Holder, except pursuant to the Transaction Documents, there are no outstanding Contracts, options, warrants or other rights of any kind that entitle any Person to acquire any Notes held by such Consenting Convertible Note Holder.

Section 4.3 No Conflicts; All Necessary Consents .

(a) Neither the execution, delivery or performance by such Consenting Convertible Note Holder of the Transaction Documents to which it is or shall be a party, nor the consummation by such Consenting Convertible Note Holder of the Transactions, does or shall violate, conflict with, breach or constitute a default under (in each case, with or without the giving of notice, the lapse of time or both) any of the provisions of: (i) any of the organizational documents of such Consenting Convertible Note Holder; (ii) any Contract to which such Consenting Convertible Note Holder is a party; (iii) any Applicable Law; or (iv) any Permit or Order or judgment applicable to such Consenting Convertible Note Holder.

(b) Neither the execution, delivery or performance by such Consenting Convertible Note Holder of this Agreement and the other Transaction Documents to which it is or shall be a party, nor the consummation by such Note Holder of the Transactions, does or will: (i) other than the written approval of the Florida Office of Insurance Regulation and any filings with the SEC, in each case, if applicable, require such Consenting Convertible Note Holder to obtain or make any consent, waiver, approval, authorization, Order or Permit of, declaration, filing or registration with, other action by, or notification to, any Governmental Authority or other authority of any kind; or (ii) require the consent, waiver, approval, authorization, notification or action of, by or to (as applicable) any other Person pursuant to the terms and conditions of any Contract in order to avoid any breach, default, violation, termination, modification or prepayment thereunder and to avoid the acceleration or cancellation of any rights or obligations thereunder.

Section 4.4 Brokers . No broker, finder, investment banker or other Person has been engaged by such Note Holder or its Affiliates that is entitled to any brokerage, finder’s or other fee or commission from such Note Holder in connection with the transactions contemplated herein.

ARTICLE V

Representations and Warranties of PJC

In addition to any representations and warranties set forth in any Transaction Document, PJC represents and warrants as of the date hereof and as of the Closing Date as follows:

Section 5.1 Existence; Good Standing; Authority; Enforceability .

(a) It is, and as of the Closing Date the Investor will be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

(b) It has, and as of the Closing Date the Investor will have, the requisite corporate or other entity (as applicable) power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or shall be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herein and therein. The execution and delivery by it or the Investor of this Agreement and the other Transaction Documents to which it is or shall be a party, the performance of its obligations hereunder and thereunder, and the consummation by it of the transactions contemplated herein and therein have been duly authorized by all requisite corporate or other entity (as applicable) action on its part and no other corporate or other entity (as applicable) authorization or proceedings on its part is required therefor. This Agreement and each other Transaction Document to which PJC or the Investor is or shall be a party has been or shall be duly executed and delivered by it, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, each constitutes or shall constitute the legal, valid and binding obligation of PJC or the Investor, as the case may be, enforceable against it in accordance with its terms, except for the Equitable Exceptions.

(c) No notices are required to be delivered to, and no approvals and consents are required to be obtained from, the board of directors (or similar governing body, as applicable) or stockholders or equity holders of PJC or the Investor under: (i) Applicable Law; (ii) the organizational documents of PJC or the Investor; or (iii) any Contract to which PJC or the Investor is a party in connection with the execution and delivery by it of this Agreement and the other Transaction Documents to which it is or shall become a party and the consummation of the transactions contemplated herein and therein.

Section 5.2 No Conflicts; All Necessary Consents .

(a) Neither the execution, delivery or performance by PJC or the Investor of the Transaction Documents to which it is or shall be a party, nor the consummation by PJC or the Investor of the transactions contemplated herein or therein, does or shall violate, conflict with, breach or constitute a default under (in each case, with or without the giving of notice, the lapse of time or both) any of the provisions of: (i) any of the organizational documents of PJC or the

Investor; (ii) any Contract; (iii) any Applicable Law; or (iv) any Permit or Order or judgment applicable to PJC or the Investor.

(b) Neither the execution, delivery or performance by PJC or the Investor of this Agreement and the other Transaction Documents to which it is or shall be a party, nor the consummation by PJC or the Investor of the transactions contemplated herein or therein, does or will: (i) other than the written approval of the Florida Office of Insurance Regulation and any filings with the SEC, in each case, if applicable, require PJC or the Investor to obtain or make any consent, waiver, approval, authorization, Order or Permit of, declaration, filing or registration with, other action by, or notification to, any Governmental Authority or other authority of any kind; or (ii) require the consent, waiver, approval, authorization, notification or action of, by or to (as applicable) any other Person pursuant to the terms and conditions of any Contract in order to avoid any breach, default, violation, termination, modification or prepayment thereunder and to avoid the acceleration or cancellation of any rights or obligations thereunder.

Section 5.3 Brokers . No broker, finder, investment banker or other Person has been engaged by PJC or its Affiliates that is entitled to any brokerage, finder’s or other fee or commission from such Note Holder in connection with the transactions contemplated herein.

Section 5.4 Sufficiency of Financing . Each of PJC and the Investor, as applicable (a) has, and at the Closing will have, sufficient funds to consummate the Transactions to which PJC or the Investor will be a party, (b) has, and at the Closing will have, the resources and capabilities (financial or otherwise) to perform their obligations hereunder and under the other Transaction Documents, and (c) has not incurred any obligation, commitment, restriction or Liability of any kind which would impair or adversely affect such funds, resources and capabilities; provided that no such representation or warranty is made with respect to PJC and the Investor having sufficient funds as of the date hereof to consummate the purchase of New Senior Notes under the Senior Note Purchase Agreement to the extent the aggregate principal amount of New Senior Notes to be purchased thereunder exceeds $15 million.

Section 5.5 Own Account . PJC understands that the Warrant is a “restricted security” and, at Closing, will not have been registered under the Securities Act or any applicable state securities law. The Investor will acquire the Warrant for its own account and not with a view to or for distributing or reselling the Warrant in violation of the Securities Act or any applicable state securities law, has no present intention of distributing the Warrant in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of the Warrant (this representation and warranty not limiting the Investor’s right to sell the Warrant in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. The Investor will acquire the Warrant in the ordinary course of its business. The Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute the Warrant.

Section 5.6 Purchaser Status . The Investor will be, at Closing, and on each date on which it receives Warrant Shares it will be an “accredited investor” as defined in Rule 501(a)(1),

(a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. The Investor was not organized for the purpose of acquiring the Warrant and is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Section 5.7 Experience of Investor . The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Warrant, and has so evaluated the merits and risks of such investment. The Investor will be able to bear the economic risk of an investment in the Warrant and, at Closing, will be able to afford a complete loss of such investment. The Investor acknowledges that it has been given access to all material books and records of the issuer, all material contracts and documents relating to the Transactions, has been afforded an opportunity to question the appropriate executive officers of Emergent.

Section 5.8 General Solicitation . The Investor will not purchase the Warrant as a result of any advertisement, article, notice or other communication regarding the Warrant published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. PJC further acknowledges that the Investor, or its representatives, has a pre-existing relationship with the Company such as (i) as a holder of currently outstanding securities of the Company or (ii) another affiliation with the Company.

ARTICLE VI

Covenants

Section 6.1 Authorizations .

(a) Generally . From the date of this Agreement until the closing of the Transactions contemplated hereby or the earlier termination of this Agreement in accordance with Article X (the “ Pre-Closing Period ”), the Parties and the Consenting Convertible Note Holders shall (and shall cause their respective Affiliates to), in good faith and in a reasonably timely manner, use their respective commercially reasonable efforts to: (i) take or cause to be taken all appropriate action, do or cause to be done all things necessary, proper or advisable, and execute and deliver such documents, and to assist and cooperate with each other, as may be required to carry out the provisions of this Agreement, the other Transaction Document and consummate and make effective the Transactions; and (ii) cause the closing conditions contained herein and in the other Transaction Documents applicable to such Person to be satisfied. Each other Transaction Document, including the Note Holder Transaction Documents, shall contain terms and conditions materially consistent with this Agreement and, to the extent this Agreement or any Note Holder Transaction Document, is amended, amended and restated, supplemented or modified or any provision thereof waived, in a manner that is economically adverse to the Consenting Convertible Note Holders, such amendment, modification or waiver shall be satisfactory to Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes in their reasonable discretion.

(b) Governmental Applications and Filings . Each Party and each Consenting Convertible Note Holder shall use its commercially reasonable efforts to furnish to the other Parties and Consenting Convertible Note Holders all information required for any application or other filing to be made pursuant to any applicable Legal Requirement in connection with the transactions contemplated by this Agreement. Each Party and each Consenting Convertible Note Holder shall promptly inform the other Parties and the Consenting Convertible Note Holders of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. No Party or Consenting Convertible Note Holder shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate in such meeting. Except to the extent limited by applicable Legal Requirements, each Party and each Consenting Convertible Note Holder shall provide the others the right to review in advance and to consult with each other on all the information that appears in any filing made with or written materials submitted to any Governmental Authority in connection with the Transactions. In exercising such rights, each Party and each Consenting Convertible Note Holder shall act reasonably and as promptly as practicable. A Party or a Consenting Convertible Note Holder may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party or Consenting Convertible Note Holder under this Section 6.1(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the recipient’s outside legal counsel and outside experts retained for purposes of any investigation or inquiry and shall not be disclosed by such outside counsel or outside expert to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Each Party and each Consenting Convertible Note Holder shall comply as promptly as is reasonably practicable and in any event in accordance with applicable Legal Requirements, in connection with any request or inquiry from a Governmental Authority. Without limiting the foregoing, the provisions of this Section 6.1 shall expressly apply to the Proxy Statement and the obtaining of the Shareholder Approval by Emergent.

Section 6.2 Disclosures Concerning this Agreement and the Transactions . As soon as reasonably practicable after the date of this Agreement, and in order for Emergent to comply with its disclosure obligations under the Exchange Act, (a) the Parties and the Consenting Convertible Note Holders shall mutually agree upon a joint initial press release and (b) the Parties shall mutually agree upon any appropriate SEC filing concerning this Agreement, the other Transaction Documents and the Transactions in consultation with the Consenting Convertible Note Holders, which shall be disseminated at such time and in such manner as is agreed upon in writing by PJC and Emergent in consultation with the Consenting Convertible Note Holders (not to be unreasonably withheld, conditioned or delayed). If any Transaction Document shall be filed with the SEC or otherwise be made publicly available, Emergent shall use commercially reasonable efforts to ensure that any such Transaction Document does not contain the signature pages of the Consenting Convertible Note Holders except to the extent legally required. After such initial press release is disseminated, the Parties and the Consenting Convertible Note Holders will consult with each other and will mutually agree upon any press releases or public announcements pertaining to this Agreement and the Transactions and neither of the Parties nor the Consenting Convertible Note Holders shall issue any such press releases or

make any such public announcements prior to such consultation and agreement (which shall not be unreasonably withheld, delayed or conditioned) except as may be required by Applicable Law, in which case the Party or Consenting Convertible Note Holder proposing to issue such press release or make such public announcement shall use commercially reasonable efforts to give advance notice to and consult in good faith with the other Parties before issuing any such press releases or making any such public announcements.

Section 6.3 Confidentiality . Each Party acknowledges that the information provided to it in connection with this Agreement and the transactions contemplated hereby is subject to the confidentiality provisions set forth in the Mutual Non-Disclosure Agreement dated as of November 5, 2015 by and between Joseph E. Sarachek, as representative for PJC and Triax, and Emergent (the “ Confidentiality Agreement ”), the terms of which are incorporated herein by reference. If a Party is not party to the Confidentiality Agreement, such Party nonetheless agrees to adhere to the terms and conditions of the Confidentiality Agreement with respect to information provided to it in connection with this Agreement as if a party thereto. Effective upon, and only upon, the closing of the Transactions, the Confidentiality Agreement shall terminate; provided , however , that if this Agreement is terminated in accordance with Article X prior to the closing of the Transactions, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Section 6.4 Notification . During the Pre-Closing Period, each Party and each Consenting Convertible Note Holder shall give written notice to the other Parties and the Consenting Convertible Note Holders as soon as is reasonably practicable (and in any event within three (3) Business Days) after acquiring actual knowledge of the occurrence of any omission, event or action that: (a) has caused, or is reasonably likely to cause, the failure of such Party or such Consenting Convertible Note Holder to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the other Transaction Documents; (b) is reasonably likely to cause any of its respective representations and warranties set forth in this Agreement or the other Transaction Documents not to be true and correct in all material respects as of the closing of the Transactions (disregarding for this purpose any materiality or Material Adverse Effect qualifications contained therein) and is not reasonably likely to be capable of cure prior to the closing of the Transactions; (c)) has caused, or is reasonably likely to cause any condition to the other Party’s or any Consenting Convertible Note Holder’s obligation to consummate the closing of the Transactions not to be satisfied; or (d) would otherwise be reasonably expected to delay materially or prevent the consummation of the closing of the Transactions. Any such notice shall (x) state in reasonable detail the facts, events or action giving rise to such notice and (y) shall not be deemed to supplement or amend any representation, warranty, covenant, condition or agreement for purposes of (I) determining whether any of the conditions set forth in Article VII, VII-A, VIII or IX have been satisfied, (II) affecting any Person’s right to indemnification pursuant to Article XI or (III) determining whether any breach or inaccuracy of any representation or warranty or breach of any covenant or agreement set forth in this Agreement has occurred.

unreasonably withheld, conditioned or delayed): (a) conduct its business only in the Ordinary Course of Business; and (b) use commercially reasonable efforts to (i) preserve its present business operations, organization and goodwill, (ii) maintain satisfactory relations with, and keep reasonably available the services of, its current officers and employees, (iii) maintain in effect all material Permits that are required to operate its business, (iv) preserve its present relationships with customers, suppliers, vendors and distributors and others having material business relationships with it and (v) maintain its assets in good condition, normal wear and tear excepted.

Section 6.6 Negative Covenants . During the Pre-Closing Period, Emergent shall not (and shall cause its Subsidiaries to not), without the prior written consent PJC (such consent to not be unreasonably withheld, conditioned or delayed), except as expressly permitted or required by this Agreement:

(a) enter into, amend or modify in any material respect, or terminate prior to the scheduled termination date set forth therein, any material Contract or otherwise knowingly waive, release, assign, cancel or compromise any material debt, claim, benefit, obligation or right under any such Contract;

(b) make any capital expenditure or enter into any commitment therefor in excess of $10,000 for any single expenditure or series of related expenditures or in excess of $50,000 for all capital expenditures;

(c) (i) change its authorized or issued equity interests, (ii) transfer, issue, sell, dispose of, or grant any equity interest, warrant, option, call, right to purchase or similar right regarding its equity interests (or securities convertible into or exchangeable or exercisable for any shares of capital stock or equity interests), (iii) purchase, redeem, retire or otherwise acquire, or offer to purchase, redeem or otherwise acquire any of its equity interests or any warrant, option, call, right to purchase or similar right regarding its equity interests (or securities convertible into or exchangeable or exercisable for any shares of capital stock or equity interests), (iv) declare, set aside or pay any dividend or make any distribution (whether payable in cash, stock or property) or payment in respect of its equity interests, (v) split, subdivide, recapitalize, combine or reclassify its equity interests or (vi) enter into or modify any agreement or Contract with any of the holders of its equity interests or any Affiliate or any holder thereof;

(d) amend, modify or otherwise change any of the Articles of Incorporation or Bylaws of Emergent;

(e) except: (i) as required by Applicable Law; or (ii) as required by the terms of any Contract existing on the date hereof, make any change in, or accelerate the vesting of, the compensation or benefits payable or to become payable to, or grant any bonus, severance or termination pay to, any of its officers, directors, employees, agents or consultants or enter into or amend any employee benefit plan or make any loans to any officer, director, employee, agent or consultant (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with past practices);

(f) other than: (i) in the Ordinary Course of Business; or (ii) as required by Applicable Laws or the terms of any Contract or plan existing on the date hereof, (A) pay or

make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any Benefit Plan to any officer, director, consultant, agent or employee, (B) adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any Benefit Plan for the benefit of any director, officer, consultant, agent or employee, whether past or present or (C) amend in any material respect any Benefit Plan in a manner inconsistent with the foregoing;

(g) enter into, modify or terminate any labor or collective bargaining agreement or, through negotiations or otherwise, make any commitment or incur any liability to any labor organizations or announce, implement or effect any reduction in labor force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of any of its employees;

(h) (i) incur, redeem or assume any long-term or short-term indebtedness for borrowed money, enter into any hedging or off balance sheet financing arrangements, or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, (ii) make any loan, advance or capital contribution to, or investment in, any other Person, other than loans, advances or capital contributions to, or investments in, its Subsidiaries made in the ordinary course of business consistent with past practices, (iii) subject to any Lien any of the properties or assets (whether tangible or intangible), or (iv) issue or sell any debt securities or call, options, warrants or other rights to acquire any debt securities;

(i) enter into any transaction with an Affiliate;

(j) terminate the employment of any of its officers, directors or management level employees other than for cause, as determined by its board of directors (or similar governing body);

(k) (i) acquire or agree to acquire (whether pursuant to merger, consolidation, recapitalization, joint venture, stock or asset purchase or otherwise) any properties or assets having a value in excess of $10,000 individually or $50,000 in the aggregate, other than the acquisition of equipment and supplies and replacements of obsolete or worn out items in the Ordinary Course of Business, (ii) sell, assign, license, transfer, convey, lease or otherwise dispose of, or permit to lapse, encumber or restrict the use of, (including by merger, consolidation or sale of equity interests) any of its properties or assets (except for the purpose of disposing of obsolete or worthless assets in the Ordinary Course of Business), (iii) revalue in any material respect any of its material assets, including writing down notes or accounts receivable, other than in the Ordinary Course of Business or as may be required by GAAP, (iv) abandon, fail to maintain or allow to expire (other than at the natural expiration of its term), or sell or exclusively license to any Person, any material Intellectual Property or (v) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(l) (i) acquire or agree to acquire by merging or consolidating with, or by way of any other business combination, or by purchasing or exchanging any business enterprise,

portion of the capital stock, other equity interests or assets of, or by any other manner, any other Person or any division or line of business of any Person in one transaction or any series of related transactions or (ii) enter into any new material line of business outside of its existing business segments and reasonable extensions thereof;

(m) change any of the accounting methods or principles used by it materially affecting its assets, liabilities or business, except for such changes required by GAAP, as concurred in by its independent public accountants;

(n) (i) enter into any agreement or arrangement that materially limits or otherwise materially restricts it from engaging or competing in any line of business or in any location, or (ii) permit any material Insurance Policy naming it as a beneficiary or a loss payee to lapse or to be cancelled or terminated without replacing it with comparable coverage;

(o) commence any Legal Proceeding against any other Person or compromise, settle, pay or discharge any Legal Proceeding or dispute (including any settlement or consent to settlement of any material Tax claim) involving, in any case, Intellectual Property or an amount in excess of $10,000 individually or $50,000 in the aggregate;

(p) make, change or rescind any election relating to Taxes, file any amended Tax Return, enter into any closing agreement or settle any Tax audit or proceeding, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or settle or compromise any Tax liability if any such action would have or reasonably be expected to have the effect of materially increasing its Tax liability in a taxable period ending after the Closing Date;

(q) pay any accounts payable or other obligations or Liabilities other than in the Ordinary Course of Business;

(r) except for reasonable travel advances to employees and loans to or from Subsidiaries, in each case in the Ordinary Course of Business, make any loans, extensions of credit, advances or capital contributions to, or investments in, any other Person; or

(s) enter into any agreement, Contract, commitment or arrangement to do any of the foregoing, or authorize anything prohibited by this Section 6.6.

Section 6.7 Access to Information .

(a) During the Pre-Closing Period, and subject to the Confidentiality Agreement or any similar agreement entered into between a Consenting Convertible Note Holder and Emergent and any limits imposed by Legal Requirements, Emergent shall (and shall cause its Subsidiaries to): (i) provide PJC, the Consenting Convertible Note Holders and their respective Affiliates, officers, employees, accountants, counsel, financial advisers and other representatives, with access to its officers, employees, accountants, accountants’ work papers, facilities, properties, operations, Tax Returns and books and records (including Contracts and financial and operating data) and make extracts of and copies of the foregoing upon request by PJC or a Consenting Convertible Note Holder or their respective officers, employees,

accountants or other advisors; and (ii) cause its officers, employees, accountants, counsel, financial advisers and other representatives to cooperate with PJC, the Consenting Convertible Note Holders and their respective Affiliates and their representatives in connection with such investigation and examination.

(b) Notwithstanding anything in this Section 6.7 to the contrary, the exercise of rights under this Section 6.7 shall be permitted only to the extent that it does not unreasonably interfere with the conduct of the business of Emergent and its Subsidiaries.

Section 6.8 Exclusivity .

(a) During the Pre-Closing Period, Emergent shall not (and shall cause its Subsidiaries to not), and shall cause its and their respective directors, officers, partners, members, managers, trustees, employees, agents and advisors (collectively, the “ Emergent Representatives ”) to not, directly or indirectly: (i) entertain, consider or approve any offer or proposal from, or enter into any agreement, understanding or arrangement with, any third party (other than PJC or any of its Affiliates) relating to any Alternative Proposal; (ii) engage in any discussions or negotiations with any third party (other than PJC or any of its Affiliates) relating to any Alternative Proposal; (iii) provide any non-public information regarding its business or operations to any third party (other than in the Ordinary Course of Business or to PJC, any of its Affiliates and their representatives or as may be required by Applicable Law); or (iv) take any action to solicit, seek or encourage the initiation or submission of any Alternative Proposal by any third party (other than PJC or any of its Affiliates).

(b) During the Pre-Closing Period, Emergent shall, and shall cause all Emergent Representatives to, immediately discontinue any ongoing discussions or negotiations (other than the ongoing discussions and negotiations with PJC) relating to any Alternative Proposal, and shall notify the other Parties and the Consenting Convertible Note Holders immediately after receipt by it or any of the Emergent Representatives of any expression of interest, inquiry, proposal or offer relating to a possible Alternative Proposal that is received from any third party during the Pre-Closing Period, or any request for non-public information in connection with any such expression of interest, inquiry, proposal or offer, or for access to non- public information of Emergent or any of its Subsidiaries by any such third party that informs or has informed Emergent or any of the Emergent Representatives that it is considering making an Alternative Proposal.

Section 6.9 Taxes . Emergent shall, and shall cause each of its Subsidiaries to, agree, from and after the date of this Agreement and until the Closing Date, to prepare all Tax Returns in a manner which is consistent with the past practices of Emergent and each such Subsidiary, as the case may be, with respect to the treatment of items on such Tax Returns except as required by Applicable Law, or to the extent that any inconsistency would not increase any liability for Taxes for any period.

be reasonably acceptable to Emergent and PJC, for Lamington Road and/or its Subsidiaries in order (i) to repay Indebtedness under the Senior Note Indenture, (ii) to fund reserves maintained by Emergent and its Subsidiaries or (iii) for general corporate purposes, including the funding of growth.

Section 6.11 Shareholder Approval; Proxy Statement; Registration Statement .

(a) Shareholder Approval . As promptly as practicable after the completion of the negotiation and preparation of the other Transaction Documents, as applicable, Emergent shall use all commercially reasonable efforts to obtain the Shareholder Approval and shall provide the holders of its Common Stock with all required notices, solicitations and other documents as may be required in connection therewith.

(b) Proxy Statement . As promptly as practicable after the execution of this Agreement (and in any event by March 31, 2017), Emergent shall, in accordance with its organizational documents and Applicable Law, file with the SEC the Proxy Statement and other appropriate documents in connection with the obtaining of the Shareholder Approval. The Proxy Statement shall: (A) comply in all material respects with all applicable Legal Requirements, (B) include the unanimous recommendation of the board of directors of Emergent in favor of the adoption and approval of the Articles Amendment and the Transactions; and (C) notify the shareholders of the required vote and of all other material conditions to the Articles Amendment and the Transactions. Notwithstanding anything to the contrary contained in this Agreement, the Proxy Statement and any other materials submitted to Emergent’s stockholders in connection with the Articles Amendment and the Transactions shall be subject to prior review and reasonable approval by PJC (not to be unreasonably withheld, conditioned, or delayed).

(c) Registration Statement . As promptly as practicable after the Closing Date (and in any event within thirty (30) days after the Closing Date) Emergent shall file a registration statement providing for the registration for resale under the Securities Act of the Shares, the Warrant Shares, the New Convertible Notes and the shares of Common Stock into which the New Convertible Notes may be converted (such registration statement, the “ Registration Statement ”). Emergent shall use its best efforts to cause such Registration Statement to be declared effective upon to the earliest to occur of (x) the date that is 120 days after the Closing Date, (y) the date that is two (2) Business Days after the date that the SEC communicates to Emergent that it has no comments to the Registration Statement and (z) the date that is two (2) Business Days after the date that the SEC communicates to Emergent that all comments with respect to the Registration Statement have been resolved.

Section 6.12 Exchange Offers . As promptly as practicable after execution of this Agreement (and in any event by March 31, 2017), Emergent shall launch the Exchange Offers; provided, however, that Emergent shall not consummate the Exchange Offers or any of the transactions contemplated by the Offering Memoranda unless and until all of the conditions to the effectiveness thereof set forth herein and/or the Offering Memoranda and in the other Transaction Documents have been satisfied or will be satisfied or waived by the applicable Parties or, in the case of the Convertible Note Exchange Offer, Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the

aggregate principal amount of the outstanding Convertible Notes. PJC shall cause the Investor to make an offer to each Senior Note Holder to purchase from each Senior Note Holder who validly accepts and exchanges all of the Senior Notes held by such Senior Note Holder pursuant to the Senior Note Exchange Offer all of the New Senior Notes that will be issued to such Senior Note Holder on the Closing Date at a price equal to the face amount of each New Senior Note purchased in accordance with the terms of the Note Purchase Agreement.

Section 6.13 Convertible Note Exchange Offer . On or before the date that is ten (10) Business Days after the date Emergent launches the Convertible Note Exchange Offer, each Consenting Convertible Note Holder shall tender all of the Convertible Notes it holds into the Convertible Note Exchange Offer; provided that such Consenting Convertible Note Holders may, in its sole discretion, elect not to consummate the Convertible Note Exchange Offer to the extent that any of the conditions set forth in Article VII and/or Article IX are not satisfied or to the extent that this Agreement has been terminated in accordance with Article X.

Section 6.14 Transferability of Notes . Each Consenting Convertible Note Holder agrees that, during the Pre-Closing Period, it shall not, directly or indirectly, sell, assign, loan, issue, pledge, hypothecate, convey or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in (each, a “ Transfer ”) any of its Convertible Notes, and any purported Transfer of any Notes shall be null and void and without effect, unless the transferee thereof (the “ Transferee ”) either (i) is a Consenting Convertible Note Holder at the time of such Transfer, or (ii) prior to the effectiveness of such Transfer, agrees in writing, for the benefit of and in a manner satisfactory the Parties, to become bound by all of the terms of this Agreement applicable to a Consenting Convertible Note Holder (including with respect to any and all Convertible Notes it already may own or control prior to such Transfer) by executing a joinder agreement in form and substance satisfactory to the Parties (a “ Joinder Agreement ”), and delivering an executed copy thereof to counsel to each Party, in which event (x) the Transferee shall be deemed to be a Consenting Convertible Note Holder hereunder with respect to all Convertible Notes held by such Transferee and (y) the transferor Consenting Convertible Note Holder shall be deemed to relinquish its rights, and be released from its obligations, under this Agreement solely to the extent of such transferred Convertible Notes. Notwithstanding the foregoing, the restrictions on Transfer set forth in this Section 6.14 shall not apply to the grant of any Liens or encumbrances on any Convertible Notes in favor of a bank or broker-dealer holding custody of such Convertible Notes in the ordinary course of business, which do not adversely affect such Consenting Convertible Note Holder’s obligations under this Agreement, and which Lien or encumbrance is released upon the Transfer of such Convertible Notes. Any Transfer that does not comply with the foregoing shall be deemed void ab initio and each Party hereto shall have the right to enforce the voiding of such Transfer.

ARTICLE VII

Conditions of Each Party’s and Each Consenting Convertible Note Ho ld er’s Obligation to Close

Each Party’s and each Consenting Convertible Note Holder’s obligation to consummate the Transactions shall be subject to the satisfaction, on or prior to the closing of the relevant

Transaction, of the following conditions, any of which may be waived, in writing, by such Party or Consenting Convertible Note Holder:

Section 7.1 No Injunction or Proceeding . At the Closing Date, there shall be no Legal Proceeding or Order of any nature pending or outstanding would restrain, prohibit or materially delay the consummation of the relevant Transaction.

Section 7.2 Transaction Documents . Each of the Transaction Documents for the relevant Transaction shall have been executed and delivered by each of the other parties thereto.

ARTICLE VII-A

Conditions to Emergent’s Obligation To Close

The obligations of Emergent to consummate the Transactions to which it is a party shall be subject to the satisfaction, on or prior to the closing of the relevant Transaction, of the following conditions, all in form and substance satisfactory to Emergent, any of which may be waived, in writing, by Emergent:

Section 7A.1 Covenants . PJC and each other party to the other Transaction Documents shall have complied in all material respects with all of the covenants, obligations and conditions hereunder or thereunder required to be performed and complied with by them at or prior to the closing of such Transaction.

Section 7A.2 Representations and Warranties . The representations and warranties of PJC contained in this Agreement and each other party to the other Transaction Documents contained in the other Transaction Documents shall have been true and correct as of the date hereof, as applicable, and shall be true and correct in all material respects (except for those representations and warranties qualified by material, materiality or similar expressions, which shall be true and correct in all respects) as of the Closing Date with the same force and effect as if made on the Closing Date (except that those representations and warranties that expressly address matters only as of a particular date shall have been true and correct only as of such date).

Section 7A.3 Shareholder Consent . The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

ARTICLE VIII

Conditions of Obligations of PJC and the Investor to Close

The obligations of each of PJC and the Investor to consummate the Transactions to which it is a party shall be subject to the satisfaction, on or prior to the closing of the relevant Transaction, of the following conditions, all in form and substance satisfactory to PJC, any of which may be waived, in writing, by PJC:

Section 8.1 Covenants . Emergent, each Consenting Convertible Note Holder and each other party to the other Transaction Documents shall have complied in all material respects with

all of the covenants, obligations and conditions hereunder or thereunder required to be performed and complied with by them at or prior to the closing of such Transaction.

Section 8.2 Representations and Warranties . The representations and warranties of the Emergent and each Consenting Convertible Note Holder contained in this Agreement and each party to the other Transaction Documents contained in the other Transaction Documents shall have been true and correct as of the date hereof, as applicable, and shall be true and correct in all material respects (except for those representations and warranties qualified by material, materiality or similar expressions, which shall be true and correct in all respects) as of the Closing Date with the same force and effect as if made on the Closing Date (except that those representations and warranties that expressly address matters only as of a particular date shall have been true and correct only as of such date).

Section 8.3 No Material Adverse Effect . Emergent and its Subsidiaries shall have been operated in the Ordinary Course of Business from and after the date of this Agreement, and since the date of this Agreement there shall not have occurred any Material Adverse Effect with respect thereto.

Section 8.4 Certificates . PJC shall have received from each of the other parties to the Transaction Documents an officer’s certificate certifying to the fulfillment of the conditions specified in Sections 8.1 and 8.2 and, in the case of Emergent, Section 8.3.

Section 8.5 Emergent Corporate Actions . The Articles Amendment shall have been filed and be in full force and effect. The Board Documents shall be in full force and effect.

Section 8.6 Consents . PJC shall have received copies of all Consents, duly executed by the applicable consenting party (if applicable), necessary or reasonably requested by PJC for the execution and delivery of the Transaction Documents and the consummation of the Transactions.

Section 8.7 Other Actions . PJC shall have received and be reasonably satisfied with all certificates, legal opinions, agreements, documents and instruments necessary or reasonably requested by PJC in connection with the execution and delivery of the Transaction Documents and the consummation of the Transactions.

Section 8.8 Good Standing; etc. PJC shall have received (a) a certificate of good standing with respect to Emergent and each of its Subsidiaries dated on or about the Closing Date, issued by the applicable Governmental Authority and (b) any other document or instrument as PJC or its representatives may reasonably request.

Section 8.9 Exchange Offers . Each of the Exchange Offers shall have been consummated in accordance with the conditions set forth in the Offering Memoranda. Each of the New Indentures shall have been executed by Emergent and the appropriate Indenture Trustee and the New Notes shall have been issued in exchange for the Notes.

ARTICLE IX

Conditions to Obligations of the Consenting Convertible Note Holders to Close

The obligation of each Consenting Convertible Note Holder to consummate the Transactions to which it is a party shall be subject to the satisfaction, on or prior to the consummation of the relevant Transaction, of the following conditions, any of which may be waived, in writing, by the Consenting Convertible Note Holders:

Section 9.1 Covenants . Each Party and each other party to the other Transaction Documents to which any Consenting Convertible Note Holder is a party shall have complied in all material respects with all of the covenants, obligations and conditions hereunder or thereunder required to be performed and complied with by them at or prior to the consummation of the Transactions contemplated by this Agreement or such other Transaction Document.

Section 9.2 Transactions . Each of the conditions to closing set forth in each Transaction Document shall have been satisfied or waived by the applicable party to such Transaction Document.

Section 9.3 Emergent Corporate Actions . The Articles Amendment shall have been filed and be in full force and effect. The Board Documents shall be in full force and effect.

Section 9.4 Senior Note Purchase . The transaction contemplated under the Senior Note Purchase Agreement shall have been consummated contemporaneously with the Closing.

ARTICLE X

Termination

Section 10.1 Termination . This Agreement may be terminated and the Transactions abandoned at any time prior to the Closing by:

(a) the mutual written consent of PJC and Emergent;

(b) PJC or Emergent, in the event that any condition set forth in Article VII, Article VII-A or Article VIII, as applicable, shall not be satisfied, or shall not be reasonably capable of being satisfied, by August 31, 2017 (the “ Walk-Away Date ”); provided , however , that neither such Party may terminate this Agreement pursuant to this clause (b) if the failure of the applicable condition in Article VII, Article VII-A or Article VIII (as the case may be) to be satisfied or the failure of the Closing to occur on or before the Walk-Away Date from (i) the breach by Emergent (in the case of Emergent) or by PJC or the Investor (in the case of PJC) of any representation, warranty, covenant or agreement in this Agreement or (ii) the failure of Emergent (in the case of Emergent) or PJC or the Investor (in the case of PJC) to use its required efforts to consummate the transactions contemplated hereby;

(c) Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the

outstanding Convertible Notes, in the event that any condition set forth in Article VII or Article IX, shall not be satisfied, or shall not be reasonably capable of being satisfied, by September 30, 2017; provided , however , that such Consenting Convertible Note Holders may not terminate this Agreement pursuant to this clause (c) if the failure of the applicable condition in Article VII or Article IX (as the case may be) to be satisfied or the failure of the Closing to occur on or before September 30, 2017 results from (i) the breach by any Consenting Convertible Note Holder of any representation, warranty, covenant or agreement in this Agreement or (ii) the failure of any Consenting Convertible Note Holder to use its required efforts to consummate the transactions contemplated hereby;

(d) PJC if Emergent shall breach any representation, warranty, covenant, obligation or agreement hereunder, such that the conditions set forth in Article VIII would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and such breach shall not have been cured, or by its nature cannot be cured, within thirty (30) days of receipt by Emergent of written notice of such breach, or by Emergent if PJC shall breach any representation, warranty, covenant, obligation or agreement hereunder, such that the conditions set forth in Article VII-A would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and such breach shall not have been cured, or by its nature cannot be cured, within thirty (30) days of receipt by PJC of written notice of such breach;

(e) Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes if Emergent or PJC shall materially breach any representation, warranty, covenant, obligation or agreement hereunder, and such breach shall not have been cured, or by its nature cannot be cured, within thirty (30) days of receipt by Emergent or PJC, as the case may be, of written notice of such breach, and such breach shall result in, or reasonably be expected to result in, an adverse economic impact to the Consenting Convertible Note Holders, as determined in their reasonable discretion;

(f) PJC if the conditions precedent to the consummation of either Exchange Offer is not satisfied at the time such Exchange Offer expires or as of the date on which all other conditions set forth in Article VII, Article VII-A or Article VIII, as applicable, are satisfied; or

(g) PJC or Emergent, if any Governmental Authority of competent jurisdiction shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the consummation of a Transaction, which Order is final and nonappealable; provided that the Party seeking to terminate this Agreement pursuant to this Section 10.1(g) shall have used its commercially reasonable efforts (with the cooperation of the other Parties) to remove such Order or appeal diligently such other action; and provided , further , that the right to terminate this Agreement under this Section 10.1(g) shall not be available to a Party if the issuance of such final, non-appealable Order was primarily due to the failure of such Party or its Affiliates to perform any of its obligations under this Agreement.

Section 10.2 Procedure and Effect of Termination .

(a) Subject to Section 10.3, a Party or the Consenting Convertible Note Holder seeking to terminate this Agreement pursuant to Section 10.1 shall deliver written notice of such termination to each of the other Parties and the Consenting Convertible Note Holders, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by any Party or any Consenting Convertible Note Holder, except that the provisions of Section 6.2, Section 6.3, this Section 10.2 and Article XIII shall survive the termination of this Agreement; provided , however , that such termination shall not relieve any Party or any Consenting Convertible Note Holder of any liability that arose prior to the date of termination or, with respect to those provisions that survive termination, that arises after such termination, or with respect to any Party or any Consenting Convertible Note Holder of the breach of its obligations under this Agreement.

(b) If this Agreement is terminated as provided herein, each Party and each Consenting Convertible Note Holder shall, as requested by the applicable other Party(ies), either redeliver to such other Party(ies), or certify to such other Party(ies) the destruction of, all documents, work papers and other material of such other Party(ies) relating to the transactions contemplated hereby, whether obtained before or after the execution hereof.

Section 10.3 Termination Fee .

(a) Notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that this Agreement has been validly terminated (i) by PJC pursuant to Section 10.1(d) or Section 10.2(f), (ii) by Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes pursuant to Section 10.1(c) or pursuant to Section 10.1(e) (unless in the case of Section 10.1(e), PJC’s material breach was the basis for such termination) or (iii) by PJC or Emergent pursuant to Section 10.1(b) or Section 10.1(g) and, in the case of this clause (iii), within sixty (60) days of such termination Emergent enters into any agreement with respect to or consummates an Alternative Proposal with a third party other than PJC or one of PJC’s Affiliates, then within two (2) Business Days following such termination (in the case of clause (i) or clause (ii)) or entry into such an agreement or consummation of such Alternative Proposal (in the case of clause (iii)) Emergent shall pay or cause to be paid to PJC and Triax the aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by PJC and Triax. In addition to the foregoing, and notwithstanding anything in this Agreement to the contrary, and without limiting any other provision of this Agreement or any other Transaction Document, in the event that (x) this Agreement has been validly terminated by Emergent pursuant to Section 10.1(b) and (y) Emergent has not entered into an Alternative Proposal within sixty (60) days of the date of such termination, then within two (2) Business Days following the expiration of such sixty (60) day period, PJC shall pay or cause to be paid to Emergent the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) in immediately available funds, payable as instructed by Emergent.

(b) Notwithstanding anything in this Agreement to the contrary, if PJC, Triax or Emergent receives a payment under Section 10.3(a), such payment shall be deemed to be liquidated damages, and shall be its sole and exclusive remedy, with respect to any breach of the representation, warranty, covenant, obligation or agreement hereunder that was the basis of the termination of this Agreement that resulted in the making of such payment.

(c) Emergent and each Consenting Convertible Note Holder acknowledges that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, PJC would not enter into this Agreement. Accordingly, if Emergent fails to pay any amounts due pursuant to this Section 10.3, and, in order to obtain such payment, PJC and/or Triax commences a Legal Proceeding that results in a judgment against Emergent for the amounts set forth in this Section 10.3, Emergent shall pay to PJC and Triax their costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Legal Proceeding, together with interest on the amounts due pursuant to this Section 10.3 from the date such payment was required to be made until the date of payment at the rate of ten percent (10%) per annum.

(d) Simultaneously with the execution and delivery of this Agreement, Emergent shall cause Lamington Road to execute and deliver to PJC a written undertaking in form and substance satisfactory to PJC pursuant to which Lamington Road shall be legally obligated to pay any amounts due to PJC in accordance with this Section 10.3.

ARTICLE XI

Indemnification

Section 11.1 Survival of Representations, Warranties and Covenants . The representations and warranties of Emergent contained in or made pursuant to this Agreement or any other Transaction Document shall survive the Closing until the fifth anniversary of the Closing Date (such survival period, the “ Survival Period ”). For the avoidance of doubt, the Parties and the Consenting Convertible Note Holders hereby agree and acknowledge that the Survival Period is a contractual statute of limitations and any claim brought by any Party or any Consenting Convertible Note Holder against Emergent pursuant to this Article XI must be brought or filed prior to the expiration of the Survival Period. Notwithstanding anything to the contrary in this Agreement, all covenants and agreements of the Parties and the Consenting Convertible Note Holders that by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms.

breach of any representation and warranty of Emergent contained in this Agreement or in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document, (b) any failure by Emergent to perform any covenant or agreement hereunder, under any other Transaction Document or under any agreement contemplated hereby or thereby, or (c) any material inaccuracy in the Offering Memoranda or in the Proxy Statement. For purposes of determining the amount of Losses incurred with respect to a breach of any representation or warranty contained in this Agreement, any other Transaction Document or any certificate delivered pursuant to this Agreement or any other Transaction Document, each such representation or warranty shall be read without reference to “materiality” or “Material Adverse Effect” qualifier. The Indemnified Parties shall be third party beneficiaries of this Section 11.2, each of whom may enforce the provisions of this Section 11.2.

Section 11.3 Limitations on Indemnification.

(a) In no event shall any Indemnified Party be entitled to double recovery hereunder. If any circumstance constitutes a breach of more than one representation, warranty or covenant, the Indemnified Party(ies) shall only be entitled to recover once in respect of such circumstance.

(b) The right to indemnification, recovery of Losses or any other remedy shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or any other Transaction Document or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant or agreement made by Emergent, or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, shall not affect the right to indemnification, recovery of Losses or any other remedy based on any such representation, warranty, covenant or agreement. No Indemnified Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order.

(c) In no event shall any Party or Consenting Convertible Note Holder (and/or its Affiliates, or any of its respective, members, directors, officers, employees, servants, agents or attorneys) be liable to the other Parties or any Consenting Convertible Note Holder for any consequential damages whatsoever including without limitation, damages for loss of profits, loss of business, loss of savings, business interruption, work stoppages, or other indirect, special, consequential, punitive, or incidental damages arising out of this Agreement, and on any theory of liability, even if it has been advised of the possibility of such damages.

Section 11.4 Indemnification Procedures .

take control of the defense and investigation of such Legal Proceeding, (ii) employ and engage attorneys of its own choice (subject to the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed) to handle and defend the same, at Emergent’s sole cost, risk and expense and (iii) compromise or settle such Legal Proceeding, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party; provided , that such consent shall not be required if such settlement (x) includes an unconditional release of the Indemnified Party, (y) otherwise provides solely for payment of monetary damages for which Emergent shall be responsible and no other form of relief or penalty, (y) shall not increase the Tax liability of the Indemnified Party for any Taxable year or other Taxable period and (z) does not involve the admission of liability or wrongdoing on the part of the Indemnified Party. The Indemnified Party shall, at Emergent’s expense, cooperate in all reasonable respects with Emergent and its attorneys in the investigation, trial and defense of such Legal Proceeding and any appeal arising therefrom, and the Indemnified Party may, at its own cost, monitor and further participate in the investigation, trial and defense of such Legal Proceeding and any appeal arising therefrom. Notwithstanding Emergent’s election to assume the defense of such Legal Proceeding, the Indemnified Party shall have, upon giving prior written notice to Emergent, the right to employ one separate counsel and to participate in the defense of such Legal Proceeding, and Emergent shall bear the reasonable fees, costs and expenses of such separate counsel for the Indemnified Party if, but only if, the Indemnified Party shall have reasonably concluded in good faith that (x) an actual or potential conflict of interest (including one or more legal defenses or counterclaims available to it or to other Indemnified Parties that are different from or additional to those available to Emergent) makes it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with the advice of counsel) for the same counsel to represent both the Indemnified Party and Emergent or (y) the claim seeks nonmonetary relief which, if granted, could materially and adversely affect the Indemnified Party or its Affiliates. If Emergent elects not to defend against such Legal Proceeding, does not, within fifteen (15) days after receipt of the Third Party Notice (or such earlier date, if the failure to assume the defense by such earlier date would materially impair the ability of the indemnified party to defend such Legal Proceeding), acknowledge in writing its intent to assume the defense of such Legal Proceeding pursuant to this Section 11.4(a), contests its obligation to indemnify the Indemnified Party in connection with such Legal Proceeding, or fails to defend against such Legal Proceeding with reasonable diligence, the Indemnified Party may defend against such Legal Proceeding, in which cases the costs of defending such Legal Proceeding shall constitute indemnifiable Losses under this Article XI, and Emergent shall have the right to participate therein at its own cost. If the Indemnified Party defends any Legal Proceeding, then it shall keep Emergent regularly apprised of the status of the Legal Proceeding and Emergent shall reimburse the Indemnified Party for the reasonable expenses of counsel engaged by the Indemnified Party to defend such Legal Proceeding upon submission of periodic bills unless (A) Emergent is asserting in good faith a bona fide contest to its obligation to indemnify the Indemnified Party and (B) Emergent deposits in escrow in a manner and with and an escrow agent reasonably satisfactory to such Indemnified Party all amounts that would have been payable to such Indemnified Party under this sentence in the absence of such a contest as and when such amounts would have been payable. In no event shall the Indemnified Party be entitled to compromise or settle any Legal Proceeding without the prior written consent of Emergent, such consent not to be unreasonably withheld, conditioned or delayed.

(b) If a claim for Losses (a “ Claim ”) is to be made by any Indemnified Party not in connection with a Legal Proceeding instituted by a third party, such Indemnified Party shall give written notice (a “ Claim Notice ”) to Emergent reasonably promptly after such Indemnified Party becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under this Section 11.4(b) within the Survival Period. If Emergent notifies the Indemnified Party that it does not dispute the Claim described in such Claim Notice, the Losses identified in the Claim Notice shall be conclusively deemed a liability of Emergent.

(c) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and Emergent shall have arrived at a mutually binding agreement with respect to a Legal Proceeding hereunder, the Indemnified Party shall forward to Emergent notice of any sums due and owing by Emergent pursuant to this Agreement with respect to such matter and, unless Emergent in good faith disputes any such amounts, Emergent shall promptly pay such amounts.

(d) The failure of the Indemnified Party to deliver the Claim Notice or Third Party Notice shall not release pending Survival Period, waive or otherwise affect Emergent’s obligations with respect thereto, except if Emergent can demonstrate actual loss and prejudice as a result of such failure.

ARTICLE XII

Tax Matters

Section 12.1 Tax Returns Required to be Filed on or prior to the Closing Date .

Emergent and its Subsidiaries shall file all federal, state, local and foreign Tax Returns required to be filed by each of them on or prior to the Closing Date, subject to legally permitted extensions, and Emergent shall pay any and all Taxes due with respect to such returns. All Tax Returns described in this Section 12.1 shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable Tax Authority or a contrary treatment is required by applicable Tax laws (or judicial or administrative interpretations thereof).

ARTICLE XIII

Miscellaneous

outside counsel) incurred by PJC and/or the Investor in connection with the enforcement or protection of its rights in connection with this Agreement and the other Transaction Documents, including its rights under this Section 13.1, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of this Agreement or any other Transaction Document.

Section 13.2 Notices . Any notice or other communication in connection with this Agreement (each, a “ Notice ”) shall be written in the English language and delivered by hand or by courier using a nationally recognized courier company, addressed to the attention of the receiving Party or the Consenting Convertible Note Holder at the address set forth on such Party’s or Consenting Convertible Note Holder’s signature hereto or to such other address of which a Party or a Consenting Convertible Note Holder has provided Notice in accordance with this Section 13.2. A Notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery, if delivered by hand or by such courier, provided that if a Notice would become effective after 5:30 p.m. on any Business Day, then it shall be deemed instead to become effective at 9:30 a.m. on the next Business Day. References in this Agreement to time are to local time at the location of the addressee as set out in the Notice.

Section 13.3 Entire Agreement . This Agreement (together with the Schedules hereto) and the other Transaction Documents constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the Parties and the Consenting Convertible Note Holders with respect to the subject matter hereof and thereof.

Section 13.4 Amendment; Waivers . Neither this Agreement nor any terms hereof may be amended, modified or waived except pursuant to a writing signed by the Party to be bound thereby or, to the extent such amendment, waiver or modification is adverse to the economic interests of the Consenting Convertible Note Holders (as determined by the Consenting Convertible Note Holders in their reasonable discretion), Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party or Consenting Convertible Note Holders granting such waiver in any other respect or at any other time. Neither the waiver by any of the Parties or Consenting Convertible Note Holders hereto of a default, nor the failure by any of the Parties or Consenting Convertible Note Holders, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any Party or Consenting Convertible Note Holder may otherwise have at law or in equity.

any provision of this Agreement shall be adjudged to be excessively broad as to duration, geographical scope, activity or subject, the Parties and the Consenting Convertible Note Holders party hereto intend that such provision shall be deemed modified to the minimum degree necessary to make such provision valid and enforceable under Applicable Law and that such modified provision shall thereafter be enforced to the fullest extent possible. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

Section 13.6 Counterparts . This Agreement may be executed in several counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and all of which shall together constitute one and the same agreement.

Section 13.7 Binding Effect; No Joint and Several Liability . Subject to Section 13.8, this Agreement shall be binding upon and inure to the benefit of the Parties and the Consenting Convertible Note Holders and their respective heirs, successors and permitted assigns. Each of the Parties and the Consenting Convertible Note Holders acknowledges and agrees that it is entering into this Agreement with the intent to be legally bound by the terms and conditions hereof, that it understands the import and meaning of all of the terms and conditions of this Agreement and that each has had sufficient opportunity to review and discuss the terms and conditions of this Agreement with its legal counsel and other advisors. To the extent that this Agreement imposes obligations or liabilities on more than one Party or the Parties and the Consenting Convertible Note Holders, such obligations and liabilities shall be several and not joint.

Section 13.8 Assignment . Neither this Agreement nor any Party’s or Consenting Convertible Note Holder’s rights or obligations hereunder may be assigned or delegated, in whole or in part, by such party without the prior written consent of: (a) with respect to any such assignment or delegation by Emergent or a Consenting Convertible Note Holder, PJC; and (b) with respect to any such assignment or delegation by PJC, Emergent. Any purported assignment or delegation in violation of the preceding sentences of this Section 13.8 is null and void.

Section 13.9 No Third Party Beneficiaries . Nothing in this Agreement shall confer any rights upon any Person or entity other than the Parties, the Consenting Convertible Note Holders and their respective successors and permitted assigns and the Indemnified Parties in accordance with Article XI.

claim, action or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party and each Consenting Convertible Note Holder irrevocably waives and unconditionally agrees not to assert, by way of a motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (a) any objection that it may ever have that the laying of venue of any such claim, action or dispute in any federal or state court located in the above named state or city is improper, (b) any objection that any such claim, action or dispute brought in any of the above named courts has been brought in an inconvenient forum or (c) any claim that it is not personally subject to the jurisdiction of the above named courts.

Section 13.11 Specific Performance . The Parties and the Consenting Convertible Note Holders hereby agree that irreparable damage would occur in the event that any of their agreements, covenants, or obligations under the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties and the Consenting Convertible Note Holders agree that, in addition to any other remedies, the Parties and the Consenting Convertible Note Holders shall be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy. The Parties and the Consenting Convertible Note Holders hereby waive any requirement for the securing or posting of any bond in connection with such remedy. The Parties and the Consenting Convertible Note Holders further agree that the only permitted objection that they may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

Section 13.12 Waiver of Jury Trial . Each Party and each Consenting Convertible Note Holder acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each Party and each Consenting Convertible Note Holder hereby irrevocably and unconditionally waives any right such Party or Consenting Convertible Note Holder may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement. Each Party and each Consenting Convertible Note Holder certifies and acknowledges that (a) no representative, agent or attorney of any other Party or Consenting Convertible Note Holder has represented, expressly or otherwise, that such other Party or Consenting Convertible Note Holder would not, in the event of litigation, seek to enforce the foregoing waiver, (b) each Party and each Consenting Convertible Note Holder understands and has considered the implications of this waiver, (c) each Party and each Consenting Convertible Note Holder makes this waiver voluntarily and (d) each Party and each Consenting Convertible Note Holder has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 13.12.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of the parties hereto as of the day and year first above written.

	EMERGENT CAPITAL, INC.


	By:	/s/ Antony Mitchell
	Name: Antony Mitchell
	Title: CEO
	Address:

[Signature page to Master Transaction Agreement]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of the parties hereto as of the day and year first above written.

	PJC INVESTMENTS, LLC


	By:	/s/ Patrick J Curry
	Name: Patrick J Curry
	Title: Manager
	Address:

[Signature page to Master Transaction Agreement]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of the parties hereto as of the day and year first above written.

	BULLDOG INVESTORS LLC


	By:	/s/ Phillip Goldstein
	Name: Phillip Goldstein
	Title: Member
	Address:

[Signature page to Master Transaction Agreement]

Exhibit A

Form of Common Stock Purchase Agreement

(Attached)

COMMON STOCK PURCHASE AGREEMENT

among

EMERGENT CAPITAL, INC.

and

THE PURCHASERS REFERRED TO HEREIN

, 2017

TABLE OF CONTENTS

		Page

ARTICLE I	DEFINITIONS	1

1.1	Definitions	1

ARTICLE II	PURCHASE AND SALE	4

2.1	Agreement to Sell and Purchase	4

2.2	Closing	4

2.3	Deliveries	5

2.4	Closing Conditions	5

ARTICLE III	REPRESENTATIONS AND WARRANTIES	6

3.1	Representations and Warranties of the Company	6

3.2	Representations and Warranties of the Purchasers	8

ARTICLE IV	OTHER AGREEMENTS OF THE PARTIES	11

4.1	Transfer Restrictions	11

4.2	Furnishing of Information	12

4.3	Integration	12

4.4	Securities Laws Disclosure; Publicity; Confidentiality	12

4.5	Form D; Blue Sky Filings	13

4.6	Shareholder Rights Plan	13

4.7	Use of Proceeds	13

4.8	Indemnification of Purchasers	13

4.9	Listing of Common Stock	15

4.10	Short Sales and Confidentiality After the Date Hereof	16

ARTICLE V	MISCELLANEOUS	16

5.1	Termination	16

5.2	Fees and Expenses	16

5.3	Entire Agreement	16

5.4	Notices	17

5.5	Amendments; Waivers	17

5.6	Headings	17

5.7	Successors and Assigns	18

5.8	No Third-Party Beneficiaries	18

TABLE OF CONTENTS

		Page

5.9	Governing Law	18

5.10	Survival	19

5.11	Execution	19

5.12	Severability	19

5.13	Replacement of Shares	19

5.14	Remedies	19

5.15	Independent Nature of Purchasers’ Obligations and Rights	19

5.16	Liquidated Damages	20

5.17	Construction	20

SCHEDULE 1 Purchasers

COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this “ Agreem ent”) is dated as of , 2017, by and among Emergent Capital, Inc., a Florida corporation (the “ Company ”), and each purchaser listed on Schedule 1 attached hereto (each, including its successors and assigns, a “ Purchaser ” and collectively the “ Purchasers ”).

WHEREAS, the Company has authorized the sale and issuance of up to 92,000,000 shares of common stock of the Company, par value $0.01 per share (the “ Common Stock ”); and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 (collectively, the “ Shares ”), as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I DEFINITIONS

1.1 Definitio ns. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

“ Affiliate ” “ means, in respect of any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, the first Person. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

“ Applicable Law ” means, with respect to any Person, all provisions of Law that apply to such Person and such Person’s activities, assets and property.

“ Board ” means the Board of Directors of the Company.

“ Claim ” shall have the meaning ascribed to such term in Section 4.7(c).

“ Claim Notice ” shall have the meaning ascribed to such term in Section 4.7(c).

“ Closing ” means the closing of the purchase and sale of the Shares pursuant to Section 2.2.

“ Closing Date ” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and (x) all conditions precedent to (i) the Purchasers’ obligations to pay the Purchase Price and (ii) the Company’s obligations to deliver the Shares have been satisfied or waived and (y) the required conditions, actions, deliveries and approvals set forth in Article II of the Master

Transaction Agreement have been met, completed, made and obtained, as appropriate, or waived, by the relevant party thereunder.

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Common Stock ” shall have the meaning ascribed to such term in the Recitals.

“ Contemplated Transactio ns” means the Transactions as that term is defined in the Master Transaction Agreement.

“ Contract ” means any written or oral contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, commitment or other arrangement or agreement.

“ Equitable Exceptio ns” means, with respect to the enforceability of any obligation, that such obligation is subject to (a) applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of creditors or other similar state or federal laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance or transfer laws) and judicially developed doctrines in this area, such as equitable subordination and substantive consolidation of entities and (b) equitable principles (whether considered in a proceeding in equity or at law).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Indebtedness ” means Indebtedness as that term is defined in the Master Transaction Agreement.

“ Investor ” means , a Purchaser.

“ Liens ” means a lien, charge, security interest, encumbrance, right of first refusal, or preemptive right.

“ Master Transaction Agreement ” means one or more Master Transaction Agreement(s) dated as of March 15, 2017 among the Company, PJC Investments, LLC and the applicable Consenting Convertible Note Holders (as defined therein) party thereto.

“ Material Adverse Effect ” means Material Adverse Effect as that term is defined in the Master Transaction Agreement.

“ Noteholder ” means a Consenting Convertible Note Holder as that term is defined in the Master Transaction Agreement that is also a Purchaser.

“ Permit ” means any consent, franchise, license, approval, authorization, registration, certificate, certification or permit issued or granted by any Governmental Authority.

“ Perso n” means any individual, partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company or other entity

“ Purchase Price ” shall have the meaning ascribed to such term in Section 2.1.

“ Purchaser Party ” shall have the meaning ascribed to such term in Section 4.7.

“ Registration Rights Agreement ” means Registration Rights Agreement as that term is defined in the Master Transaction Agreement.

“ Resolutio ns” shall have the meaning ascribed to such term in Section 2.4(b)(iv).

“ Rule 1 44” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“ SE C” means the Securities and Exchange Commission.

“ SEC Reports ” means all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by the Company with or to the SEC since January 1, 2011.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Short Sales ” shall include all “ short sales ” as defined in Rule 200 of Regulation SHO under the Exchange Act.

“ Trading Day ” means a day on which the primary Trading Market of the Common Stock is open for trading.

“ Transaction Documents ” means the Transaction Documents as that term is defined in the Master Transaction Agreement.

ARTICLE II PURCHASE AND SALE

2.1 Agreement to Sell and Purchase . At the Closing, the Company will issue and sell to each of the Purchasers, and each Purchaser will, severally and not jointly, purchase from the Company, the number of Shares set forth opposite such Purchaser’s name on Schedule 1 for an aggregate purchase price set forth opposite such Purchaser’s name on Schedule 1 ; provided, however, that (i) the number of Shares sold to Investor shall be 60,000,000 and (ii) the number of Shares sold to Noteholders shall not be greater than 32,000,000 in the aggregate. The purchase price per Share shall be $0.25 (the “ Purchase Price ”).

2.2 Closing . On the Closing Date, each Purchaser shall deliver to the Company via wire transfer to the account as specified in writing by the Company immediately available funds equal to its Purchase Price as set forth on Schedule 1 and the Company shall deliver to each Purchaser its respective number of Shares as set forth on Schedule 1 and the other items set forth in Section 2.3 issuable at the Closing. Upon satisfaction of the conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, or such other location as the parties shall mutually agree.

2.3 Deliveries .

(a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) irrevocable instructions to the transfer agent for the Common Stock to issue the Shares being purchased by such Purchaser in book entry form unless a physical certificate is requested by such Purchaser, registered in the name of such Purchaser as set forth on such Purchaser’s signature page;

(ii) a secretary’s certificate, dated as of the Closing Date, certifying as to (A) the incorporation and active status of the Company in the State of Florida based upon a certificate issued by the Secretary of State of the State of Florida as of a date within thirty (30) days of the Closing Date, (B) the Resolutions, (C) the Articles of Incorporation of the Company, as amended to date, certified as of a date within ten (10) days of the Closing Date, and (D) the Amended and Restated Bylaws of the Company, each as in effect as of the Closing Date;

(iii) the Registration Rights Agreement, duly executed by the Company; and

(iv) such other documents relating to the transactions contemplated by the Transaction Documents as such Purchaser or its counsel may reasonably request.

(b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) such Purchaser’s Purchase Price by wire transfer to the account as specified in writing by the Company;

(ii) the Registration Rights Agreement, duly executed by such Purchaser; and

(iii) such other documents relating to the transactions contemplated by the Transaction Documents as the Company or its counsel may reasonably request.

2.4 Closing Conditions .

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein;

(ii) all obligations, covenants and agreements of the Purchasers under this Agreement required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Purchasers of the items set forth in Section 2.3(b) of this Agreement; and

(iv) the consummation of the Contemplated Transactions is occurring contemporaneously with the Closing.

(b) The respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;

(ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Company of the items required to be delivered to such Purchaser set forth in Section 2.3(a) of this Agreement;

(iv) The Board shall have approved the transactions contemplated hereby and shall have adopted resolutions consistent therewith (the “ Resolutio ns”);

(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(vi) the consummation of the Contemplated Transactions is occurring contemporaneously with the Closing.

ARTICLE III REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . The Company hereby represents and warrants as of the date hereof and as of the Closing Date to each Purchaser as follows:

(a) Incorporation by Reference . The representations and warranties made by or on behalf of the Company in Article III of the Master Transaction Agreement are hereby incorporated by reference herein as if made by the Company to each Purchaser, including each Purchaser who is not a party to the Master Transaction Agreement.

(b) Issuance of the Shares . The Shares to be issued to such Purchaser, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

(c) Private Placement . Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Trading Market.

(d) Listing and Maintenance Requirements . The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. Other than as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market.

(e) Disclosure . All disclosure provided to the Purchasers regarding the Company, its business and the transactions contemplated hereby furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, and when taken as a whole, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 or in the Master Transaction Agreement.

(f) No Integrated Offering . Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and other than with respect to the Contemplated Transactions, neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or quoted.

(g) No General Solicitatio n. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Shares by any form of general solicitation or general advertising. The Company has offered the Shares for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(h) Acknowledgment Regarding Purchasers’ Purchase of Shares . The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby. The Company further acknowledges that no Purchaser

is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement, the other Transaction Documents or the Contemplated Transactions and any advice given by any Purchaser or any of its respective representatives or agents in connection with this Agreement, the other Transaction Documents or the Contemplated Transactions is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(i) Manipulation of Price . Other than in relation to the Contemplated Transactions, the Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Each of the Purchasers acknowledges and agrees that the Company has not made any representations or warranties with respect to the Contemplated Transactions other than those specifically set forth in this Section 3.1 or in the Master Transaction Agreement.

3.2 Representations and Warranties of the Purchasers . Each Purchaser, for itself and no other Purchaser, hereby severally represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

(a) Existence; Good Standing . It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof. The state of residence or principal place of business of each Purchaser is set forth on Schedule 1.

(b) Authority; Enforceability . It has the requisite corporate or other entity (as applicable) power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or shall be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herein and therein. The execution and delivery by it of this Agreement and the other Transaction Documents to which it is or shall be a party, the performance of its obligations hereunder and thereunder, and the consummation by it of the transactions contemplated herein and therein have been duly authorized by all requisite corporate or other entity (as applicable) action on its part and no other corporate or other entity (as applicable) authorization or proceedings on its part is required therefor. This Agreement and each other Transaction Document to which it is or shall be a party has been or shall be duly executed and delivered by it, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, each constitutes or shall constitute the legal, valid and binding

obligation of such Purchaser, enforceable against it in accordance with its terms, except for the Equitable Exceptions.

(c) Approvals . No notices are required to be delivered to, and no approvals and consents are required to be obtained from, the board of directors (or similar governing body, as applicable) or stockholders or equity holders of such Purchaser under: (i) Applicable Law; (ii) the organizational documents of such Purchaser; or (iii) any Contract to which such Purchaser is a party in connection with the execution and delivery by it of this Agreement and the other Transaction Documents to which it is or shall become a party and the consummation of the transactions contemplated herein and therein.

(d) No Conflicts . Neither the execution, delivery or performance by such Purchaser of the Transaction Documents to which it is or shall be a party, nor the consummation by such Purchaser of the Contemplated Transactions herein or therein, does or shall violate, conflict with, breach or constitute a default under, or shall violate, conflict with, breach or constitute a default under (in each case, with or without the giving of notice, the lapse of time or both) any of the provisions of: (i) any of the organizational documents of such Purchaser; (ii) any Contract; (iii) any Applicable Law; or (iv) any Permit or Order or judgment applicable to such Purchaser.

(e) All Necessary Consents . Neither the execution, delivery or performance by such Purchaser of this Agreement and the other Transaction Documents to which it is or shall be a party, nor the consummation by such Purchaser of the transactions contemplated herein or therein, does or will: (i) require such Purchaser to obtain or make any consent, waiver, approval, authorization, Order or Permit of, declaration, filing or registration with, other action by, or notification to, any Governmental Authority or other authority of any kind other than the written approval of the Florida Office of Insurance Regulation; or (ii) require the consent, waiver, approval, authorization, notification or action of, by or to (as applicable) any other Person pursuant to the terms and conditions of any Contract in order to avoid any breach, default, violation, termination, modification or prepayment thereunder and to avoid the acceleration or cancellation of any rights or obligations thereunder.

(f) Own Account . Such Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Shares for its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting such Purchaser’s right to sell the Shares in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares.

(g) Purchaser Statu s. At the time such Purchaser was offered the Shares, it was, and at the date hereof it is, and on each date on which it receives the Shares it will be, either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser was not organized for the purpose of acquiring the Shares and is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

(h) Experience of Such Purchaser . Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

(i) General Solicitatio n. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. Such Purchaser further acknowledges that he or it, or his or its Affiliate, has a pre-existing relationship with the Company such as (i) as a holder of currently outstanding securities of the Company or (ii) another affiliation with the Company.

(j) Brokers . No broker, finder, investment banker or other Person has been engaged by such Purchaser that is entitled to any brokerage, finder’s or other fee or commission from such Purchaser in connection with the transactions contemplated herein.

(k) Certain Trading Activities . Such Purchaser has not, directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, engaged in any direct or indirect purchases or sales in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities) since the time that such Purchaser was first contacted by the Company or any other Person regarding the Contemplated Transactions, including the purchase of Shares pursuant to this Agreement. Such Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with it will engage in any direct or indirect purchases or sales in the securities of the Company (including, without limitation, Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed by the Company in the manner set forth in Section 4.3. Such Purchaser has maintained, and covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in the manner set forth in Section 4.3 such Purchaser will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, in the case of a Purchaser that is a multi- managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of

such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

(l) Access to Informatio n. Such Purchaser acknowledges that it has reviewed the SEC Reports and the Transaction Documents and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospectus sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Shares. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the SEC Reports and the Transaction Documents, and the Company’s representations and warranties contained in the Transaction Documents.

The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the Contemplated Transactions hereby other than those specifically set forth in this Section 3.2.

ARTICLE IV OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictio ns. Each Purchaser acknowledges and understands, severally and not jointly, that (i) the Shares may only be disposed of in compliance with state and federal securities laws and (ii) in connection with any transfer of Shares other than pursuant to an effective registration statement or pursuant to an available exemption from the registration requirements of the Securities Act (including Rule 144), to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in this Section 4.1, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement. Any transfer or purported transfer of the Shares in violation of this Section 4.1 shall be void.

The Purchasers agree to the imprinting or notating, so long as is required by this Section 4.1, of a legend on or to any of the Shares (and any certificates or instruments representing the Shares) substantially as set forth on Exhibit A hereto.

The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares.

4.2 Furnishing of Information . As long as any Purchaser beneficially or legally owns Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any Purchaser owns Shares, but only until all such Shares may be sold under Rule 144(b)(i) without regard to meeting the requirements of Rule 144(c), if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for any Purchaser to sell the Shares under Rule 144. The Company will be deemed to have furnished such reports to the Purchasers if the Company has filed such reports with the SEC using the SEC’s Electronic Data Gathering, Analysis and Retrieval system and such reports are publicly available. The Company further covenants that it will take such further action as any holder of Shares may reasonably request, all to the extent required from time to time to enable such Purchaser to sell such Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

4.3 Integratio n. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Purchasers or that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4 Securities Laws Disclosure; Publicity; Confidentiality . In accordance with the requirements of the Exchange Act, the Company shall cause a Current Report on Form 8-K relating to the sale of the Shares under this Agreement to be transmitted to the SEC for filing, which Form 8-K shall be reasonably acceptable to each Purchaser, disclose the material terms of the transactions contemplated hereby, and attach forms of the Transaction Documents thereto. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the Contemplated Transactions, and no Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the Company, which consent shall not unreasonably be withheld, except if such disclosure is required by Applicable Law, in which case the disclosing party shall promptly provide the Company with prior notice of such public statement or communication.

4.5 Form D; Blue Sky Filings . The Company agrees to timely file a Form D with respect to the Shares as required under Regulation D. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Shares for, sale to the Purchasers at the Closing and issuance to the Purchasers pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of any such action so taken to the Purchasers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

4.6 Shareholder Rights Plan . No shareholder rights plan or similar plan or arrangement is in effect.

4.7 Use of Proceed s. The Company shall use the net proceeds from the sale of the Shares hereunder for working capital and general corporate purposes.

4.8 Indemnification of Purchasers .

(a) Indemnificatio n. Subject to the provisions of this Section 4.8, the Company will indemnify and hold the Purchasers and each of their respective officers, directors, Affiliates, agents and employees (each, a “ Purchaser Party ”) harmless from any and all out-of-pocket loss, Liability, claim, charge, assessed interest, judgment, fine, penalty, damage, fee or expense (including reasonable legal, consultant, accounting and other professional fees and expenses and including any mitigation cost and any cost of determining that there has been a breach under this Agreement or any other Transaction Document) (collectively, “ Losses ”) incurred by such Purchaser Party resulting from (a) any breach of any representation and warranty of the Company contained in this Agreement or in any other Transaction Document or (b) any failure by the Company to perform any covenant or agreement hereunder, under any other Transaction Document or under any agreement contemplated hereby or thereby (unless such action is based upon a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). For purposes of determining the amount of Losses incurred with respect to a breach of any representation or warranty contained in this Agreement, any other Transaction Document or any certificate delivered pursuant to this Agreement or any other Transaction Document, each such representation or warranty shall be read without reference to “materiality” or “Material Adverse Effect” qualifier. The Purchaser Parties shall be third party beneficiaries of this Section 4.8, each of whom may enforce the provisions of this Section 4.8.

(b) Limitations on Indemnificatio n. In no event shall any Purchaser Party be entitled to double recovery hereunder. If any circumstance constitutes a breach of more than one representation, warranty or covenant, the Purchaser Party(ies) shall only be entitled to recover once in respect of such circumstance. The right to indemnification, recovery of Losses or any other remedy shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at

any time, whether before or after the execution and delivery of this Agreement or any other Transaction Document or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant or agreement made by the Company, or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, shall not affect the right to indemnification, recovery of Losses or any other remedy based on any such representation, warranty, covenant or agreement. No Purchaser Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order. In no event shall the Company (and/or its Affiliates, or any of its respective, members, directors, officers, employees, servants, agents or attorneys) be liable to the Purchaser Parties for any consequential damages whatsoever including without limitation, damages for loss of profits, loss of business, loss of savings, business interruption, work stoppages, or other indirect, special, consequential, punitive, or incidental damages arising out of this Agreement, and on any theory of liability, even if it has been advised of the possibility of such damages.

(c) Procedures . If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly cause written notice (the “Third Party Notice”) of the assertion of such Legal Proceeding to be forwarded to the Company. The Company shall have the right, at its sole option and expense, by providing written notice to the Purchaser Party, to (i) take control of the defense and investigation of such Legal Proceeding, (ii) employ and engage attorneys of its own choice (subject to the prior written approval of the Purchaser Party, such approval not to be unreasonably withheld, conditioned or delayed) to handle and defend the same, at the Company’s sole cost, risk and expense and (iii) compromise or settle such Legal Proceeding, which compromise or settlement shall be made only with the prior written consent of the Purchaser Party; provided, that such consent shall not be required if such settlement (w) includes an unconditional release of the Purchaser Party, (x) otherwise provides solely for payment of monetary damages for which the Company shall be responsible and no other form of relief or penalty, (y) shall not increase the tax liability of the Purchaser Party for any taxable year or other taxable period and (z) does not involve the admission of liability or wrongdoing on the part of the Purchaser Party. The Purchaser Party shall, at the Company’s expense, cooperate in all reasonable respects with the Company and its attorneys in the investigation, trial and defense of such Legal Proceeding and any appeal arising therefrom, and the Purchaser Party may, at its own cost, monitor and further participate in the investigation, trial and defense of such Legal Proceeding and any appeal arising therefrom. Notwithstanding the Company’s election to assume the defense of such Legal Proceeding, the Purchaser Party shall have, upon giving prior written notice to the Company, the right to employ one separate counsel and to participate in the defense of such Legal Proceeding, and the Company shall bear the reasonable fees, costs and expenses of such separate counsel for the Purchaser Party if, but only if, the Purchaser Party shall have reasonably concluded in good faith that (x) an actual or potential conflict of interest (including one or more legal defenses or counterclaims available to it or to other Purchaser Parties that are different from or additional to those available to the Company) makes it inappropriate in the reasonable judgment of the Purchaser Party (upon and in conformity with the advice of

counsel) for the same counsel to represent both the Purchaser Party and the Company or (y) the claim seeks nonmonetary relief which, if granted, could materially and adversely affect the Purchaser Party or its Affiliates. If the Company elects not to defend against such Legal Proceeding, does not, within fifteen (15) days after receipt of the Third Party Notice (or such earlier date, if the failure to assume the defense by such earlier date would materially impair the ability of the indemnified party to defend such Legal Proceeding), acknowledge in writing its intent to assume the defense of such Legal Proceeding pursuant to this Section 4.8(c), contests its obligation to indemnify the Purchaser Party in connection with such Legal Proceeding, or fails to defend against such Legal Proceeding with reasonable diligence, the Purchaser Party may defend against such Legal Proceeding, in which cases the costs of defending such Legal Proceeding shall constitute indemnifiable Losses under this Section 4.8, and the Company shall have the right to participate therein at its own cost. If the Purchaser Party defends any Legal Proceeding, then it shall keep the Company regularly apprised of the status of the Legal Proceeding and the Company shall reimburse the Purchaser Party for the reasonable expenses of counsel engaged by the Purchaser Party to defend such Legal Proceeding upon submission of periodic bills unless (A) the Company is asserting in good faith a bona fide contest to its obligation to indemnify the Purchaser Party and (B) the Company deposits in escrow in a manner and with and an escrow agent reasonably satisfactory to such Purchaser Party all amounts that would have been payable to such Purchaser Party under this sentence in the absence of such a contest as and when such amounts would have been payable. In no event shall the Purchaser Party be entitled to compromise or settle any Legal Proceeding without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. If a claim for Losses (a “ Claim ”) is to be made by any Purchaser Party not in connection with a Legal Proceeding instituted by a third party, such Purchaser Party shall give written notice (a “ Claim Notice ”) to the Company reasonably promptly after such Purchaser Party becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under this Section 4.8(c). If the Company notifies the Purchaser Party that it does not dispute the Claim described in such Claim Notice, the Losses identified in the Claim Notice shall be conclusively deemed a liability of the Company. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Purchaser Party and the Company shall have arrived at a mutually binding agreement with respect to a Legal Proceeding hereunder, the Purchaser Party shall forward to the Company notice of any sums due and owing by the Company pursuant to this Agreement with respect to such matter and, unless the Company in good faith disputes any such amounts, the Company shall promptly pay such amounts.

4.9 Listing of Common Stock . The Company hereby agrees to use commercially reasonable efforts to maintain the listing of the Common Stock on a Trading Market, and to list, if applicable, effective upon Closing, all of the Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and

trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company further agrees that if the Common Stock is quoted on the OTCQX or OTCQB, it will use commercially reasonable efforts to transfer the listing of the Common Stock to a national securities exchange, as such term is recognized by the SEC, promptly after eligibility requirements for such national securities exchange are met.

4.10 Short Sales and Confidentiality After the Date Hereof . Each Purchaser severally and not jointly with the other Purchasers covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it has executed or will execute any Short Sales during the period after the time such Purchaser and/or the Company started discussing the transactions contemplated in this Agreement and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, such Purchaser will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.3. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.

ARTICLE V MISCELLANEOUS

5.1 Terminatio n. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before August 31, 2017; provided , however , that no such termination will affect the right of any party to sue for any breach by the other party (or parties). This Agreement shall be automatically terminated as to all parties hereto if and at such time as the Master Transaction Agreement is terminated.

5.2 Fees and Expenses . Except as expressly set forth in the other Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares.

5.3 Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject

matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices . Any and all notices, requests, consents, or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered by hand or via facsimile to 5:30 p.m. (Eastern time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered by hand or via facsimile on a day that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading Day, (c) the 2nd Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given, if addressed as follows, or to such other address or addresses as may have been furnished in writing by a party to another party pursuant to this paragraph:

if to the Company, to:

Emergent Capital, Inc.

5355 Town Center Road, Suite 701

Boca Raton, FL 33486

Attention:

Facsimile: ( )

Email:

with a copy (which shall not constitute notice) to:

Holland & Knight LLP

701 Brickell Avenue, Suite 3300

Miami, FL 33131

Attention: Rodney H. Bell

Facsimile: (305) 789-7799

Email: rodney.bell@hklaw.com

if to the Purchaser, at its address as set forth on its signature page.

5.5 Amendments; Waivers . No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

5.6 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The

language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. All references in this Agreement to Sections, Schedules or Exhibits, unless otherwise expressed or indicated are to the Sections, Schedules or Exhibits of this Agreement.

5.7 Successors and Assign s. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Shares, provided such transferee agrees in a writing reasonably satisfactory to the Company to be bound, with respect to the transferred Shares, by the provisions hereof that apply to the “ Purchasers ”.

5.8 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise expressly set forth in Section 4.8.

5.9 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof that would require the application of the Laws of any other jurisdiction. Each party agrees that all Legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is an improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.10 Survival . The representations, warranties, covenants and other agreements contained herein shall survive the Closing and the delivery of the Shares as applicable for the applicable statute of limitations. Each Purchaser shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

5.11 Executio n. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

5.12 Severability . If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

5.13 Replacement of Shares . If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares.

5.14 Remedies . In addition to being entitled to exercise all rights and remedies provided herein or granted by Law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.15 Independent Nature of Purchasers’ Obligations and Rights . The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its

own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchasers.

5.16 Liquidated Damages . The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

5.17 Constructio n. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Common Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

COMPANY:	EMERGENT CAPITAL, INC.


	By:
		Name:
		Title:

[Signature Page to Common Stock Purchase Agreement]

PURCHASER:				[NAME]


				By:
					Name:
					Title:


Registered Name:

Address:


		Attention:
		Facsimile:	( )
		Email:

Federal Tax ID:


Copies of notices to be sent to:



	Attention:
	Facsimile:		( )
	Email:

[Signature Page to Common Stock Purchase Agreement]

SCHEDULE 1

PURCHASERS

Name and Address of Purchasers	Number of Shares	Per Share Purchase Price		Aggregate Purchase Price
		$	0.25	$

EXHIBIT A

LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Exhibit B

Form of New Convertible Note Indenture
(Attached)

Exhibit B has been omitted pursuant to instruction 2 to Item 601 of Regulation S-K. See Exhibit (b)(1) of this Schedule TO for the form of indenture between U.S. Bank National Association, as trustee, and Emergent Capital, Inc. with respect to the 5.00% Senior Unsecured Convertible Notes Due 2023 to be issued by Emergent Capital, Inc.

Exhibit (b)(1) modifies Exhibit B to the Master Transaction Agreement as follows:

· sets the Final Maturity Date at February 15, 2023;

· adds the Stock Price/Additional Shares table to Section 4.06;

· makes changes throughout the form of indenture to reflect that New Unsecured Notes will be issued in both $1,000 denominations (in respect of New Unsecured Notes issued in exchange for the aggregate of $70,743,000 principal amount of Old Notes that were originally issued under the Old Notes Indenture) and $1.00 denominations (with respect to (i) New Unsecured Notes issued in exchange for the $3,447,450 in aggregate principal amount of Old Notes that were issued in lieu of the payment of cash interest due on the Old Notes on February 15, 2017 and (ii) New Unsecured Notes issued on the Settlement Date in respect of accrued and unpaid interest on the Old Notes that are tendered in the Exchange Offer through but excluding the Settlement Date); and

· removes certain restrictions to conversion contained in Section 4.01(d) and the corresponding definition of “Note Trading Price.”

Exhibit C

Form of New Senior Note Indenture

(Attached)

EMERGENT CAPITAL, INC.,

as Issuer,

8.5% Senior Secured Notes due 2021

INDENTURE

Dated as of [ ], 2017

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Indenture Trustee

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE	3(1)

SECTION 1.01. Definitions	3

SECTION 1.02. Other Definitions	16

SECTION 1.03. Rules of Construction	17

ARTICLE 2 THE SECURITIES	18

SECTION 2.01. Forms; Denominations	18

SECTION 2.02. Execution, Authentication, Delivery and Dating	18

SECTION 2.03. Interest, Payment of Note Balance of Outstanding Notes	19

SECTION 2.04. Registration of Transfer and Exchange of Notes	20

SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Notes	22

SECTION 2.06. Holder Lists	23

SECTION 2.07. Persons Deemed Owners	23

SECTION 2.08. Payments on the Notes	23

SECTION 2.09. Compliance with Withholding and Other Requirements	24

SECTION 2.10. Cancellation	25

SECTION 2.11. Lien of the Indenture	25

SECTION 2.12. Acknowledgment of Trustee	26

ARTICLE 3 REDEMPTION	26

SECTION 3.01. Applicability of Article	26

SECTION 3.02. Optional Redemption; Notices to Indenture Trustee	26

SECTION 3.03. Effect of Notice of Redemption	26

SECTION 3.04. Payment of Redemption Price	27

SECTION 3.05. Reserved	27

(1) NTD: TOC to be updated.

SECTION 3.06. Mandatory Redemption	27

SECTION 3.07. Redemption Upon a Change of Control	27

ARTICLE 4 COVENANTS	27

SECTION 4.01. Deposit and Payment of Notes	27

SECTION 4.02. Reports and Other Information	27

SECTION 4.03. Further Instruments and Acts	29

SECTION 4.04. Liens on Pledged Subsidiaries or Collateral	29

SECTION 4.05. Maintenance of Office or Agency	29

SECTION 4.06. Amendment of Security Documents	29

SECTION 4.07. Limitation of Incurrence of Indebtedness	29

SECTION 4.08. Maintenance of Existence; Compliance	30

SECTION 4.09. Maintenance of Property; Insurance	30

SECTION 4.10. Inspection of Property; Books and Records; Discussions	30

SECTION 4.11. Post-Closing Obligations	30

SECTION 4.12. Restricted Payments	31

ARTICLE 5 DEFAULTS AND REMEDIES	31

SECTION 5.01. Events of Default	31

SECTION 5.02. Acceleration	33

SECTION 5.03. Other Remedies	33

SECTION 5.04. Waiver of Past Defaults	33

SECTION 5.05. Control by Specified Percentage of Holders	34

SECTION 5.06. Limitation on Suits	34

SECTION 5.07. Rights of the Holders to Receive Payment	35

SECTION 5.08. Collection Suit by Indenture Trustee	35

SECTION 5.09. Indenture Trustee May File Proofs of Claim	35

SECTION 5.10. Priorities	35

SECTION 5.11. Waiver of Stay or Extension Laws	36

ARTICLE 6 TRUSTEE	36

SECTION 6.01. Duties of Indenture Trustee	36

SECTION 6.02. Rights of Indenture Trustee	37

SECTION 6.03. Individual Rights of Indenture Trustee	41

SECTION 6.04. Indenture Trustee’s Disclaimer	42

SECTION 6.05. Reserved	42

SECTION 6.06. Compensation and Indemnity	42

SECTION 6.07. Replacement of Indenture Trustee	43

SECTION 6.08. Successor Indenture Trustee by Merger	44

SECTION 6.09. Eligibility; Disqualification	45

ARTICLE 7 SATISFACTION AND DISCHARGE	45

SECTION 7.01. Satisfaction and Discharge of Indenture	45

SECTION 7.02. Application of Trust Money	46

ARTICLE 8 AMENDMENTS AND WAIVERS	46

SECTION 8.01. Without Consent of the Holders	46

SECTION 8.02. With Consent of the Holders	46

SECTION 8.03. Revocation and Effect of Consents and Waivers	47

SECTION 8.04. Notation on or Exchange of Notes	48

SECTION 8.05. Indenture Trustee to Sign Amendments	48

SECTION 8.06. Reserved	48

SECTION 8.07. Additional Voting Terms; Calculation of Principal Amount	48

SECTION 8.08. Payment for Consent	48

ARTICLE 9 SECURITY DOCUMENTS	49

iii

SECTION 9.01. Collateral and Security Documents	49

SECTION 9.02. Recording and Opinions	49

SECTION 9.03. Release of Collateral	50

SECTION 9.04. Permitted Releases Not To Impair Lien	51

SECTION 9.05. Suits To Protect the Collateral	51

SECTION 9.06. Authorization of Receipt of Funds by the Indenture Trustee Under the Security Documents	51

SECTION 9.07. Purchaser Protected	52

SECTION 9.08. Powers Exercisable by Receiver or Indenture Trustee	52

SECTION 9.09. Release Upon Termination of the Issuer’s Obligations	52

ARTICLE 10 MISCELLANEOUS	52

SECTION 10.01. Notices	52

SECTION 10.02. Certificate and Opinion as to Conditions Precedent	53

SECTION 10.03. Statements Required in Certificate	53

SECTION 10.04. When Notes Disregarded	54

SECTION 10.05. Rules by Indenture Trustee and Note Registrar	54

SECTION 10.06. Legal Holidays	54

SECTION 10.07. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY	54

SECTION 10.08. Successors	55

SECTION 10.09. Multiple Originals	55

SECTION 10.10. Table of Contents; Headings	55

SECTION 10.11. Indenture Controls	55

SECTION 10.12. Severability	55

EXHIBIT INDEX

Exhibit A - Form of Note and Indenture Trustee’s Certificate of Authentication A

Exhibit B - Form of Transferor Certificate	B-1
Form of Transferee Certificate	B-2
Exhibit C - Indenture Trustee Signature Page Legend C

SCHEDULE INDEX

Schedule 1.01(A) Pledged Deposit Accounts	S-1
Schedule 1.01(B) Pledged Subsidiaries	S-2

INDENTURE dated as of [ ], 2017 between Emergent Capital, Inc., a Florida corporation (the “ Issuer ”) and Wilmington Trust, National Association, as indenture trustee (as more fully defined in Section 1.01, the “ Indenture Trustee ”).

PRELIMINARY STATEMENT

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its 8.5% senior secured notes due [ ], 2021 to be issued pursuant to this Indenture in an aggregate amount not to exceed $40,000,000. All covenants and agreements made by the Issuer herein are for the benefit and security of the Holders and the Indenture Trustee (collectively, the “ Secured Parties ”). The Issuer has entered into this Indenture, and the Indenture Trustee has accepted the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which have been and are hereby acknowledged by the parties hereto.

All things necessary to make the Notes, whenever the Notes are (or have been) executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer enforceable in accordance with their terms, and to make this Indenture a valid and legally binding agreement of the Issuer enforceable in accordance with its terms, have been done.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee, for the benefit and security of the Secured Parties, all of its right, title and interest, whether now owned or hereafter acquired in, to and under the following property (collectively, the “ Trust Estate ”):

(i) Litigation Proceeds;

(ii) (a) 65% of the issued and outstanding Equity Interests of Red Reef, (b) 65% of the issued and outstanding Equity Interests of OLIPP IV and Blue Heron and (c) the Pledged Irish Profit Participating Note, representing 65% of the Irish Profit Participating Notes (the “ Pledged Collateral ”);

(iii) (a) 65% of any dividends and distributions of OLIPP IV and Blue Heron and (b) 65% of any dividends and distributions of Red Reef;

(iv) the deposit accounts listed on Schedule 1.01(A) (the “ Pledged Deposit Accounts ”); and

(v) all Proceeds (as defined in the Uniform Commercial Code) of and from any of the foregoing.

Notwithstanding the foregoing, for the avoidance of doubt, (i)the Trust Estate shall not include any Excluded Property and the Grant by the Issuer of its right, title and interest to the Trust Estate and Collateral hereunder shall not include a Grant of any interest in the Excluded Property; and (ii) the Grant by Issuer of its right, title and interest to the Litigation Proceeds shall be subject to any security interest in Life Policies now or hereafter granted to the lenders under the Credit

Facility and accordingly the security interest in the Litigation Proceeds may constitute a second priority Lien.

Such Grant is made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as expressly provided in this Indenture, and to secure, subject to and in accordance with the priorities set forth herein, the Secured Obligations.

Until payment in full of the Secured Obligations and except to the extent otherwise provided in this Indenture, the Issuer does hereby constitute and irrevocably appoint the Indenture Trustee the true and lawful attorney of the Issuer, with full power (in the name of the Issuer or otherwise), to exercise all rights of the Issuer with respect to the Trust Estate, and to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of any of the Trust Estate, to indorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Indenture Trustee may deem to be necessary or advisable. The power of attorney granted pursuant to this Indenture and all authority hereby conferred are granted and conferred solely to protect the Indenture Trustee’s interest in the Trust Estate, and shall not impose any duty upon the Indenture Trustee to exercise any power. This power of attorney shall be irrevocable as one coupled with an interest prior to the payment in full of all the Secured Obligations.

This Indenture shall constitute a security agreement under the laws of the State of New York. In addition to any other rights available under this Indenture or any property included in the Trust Estate, or otherwise available at law or in equity, the Indenture Trustee shall have all rights and remedies of a secured party under the laws of the State of New York and other applicable law to enforce the security interest granted herein in the manner and at the times specified herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law, to sell or apply any item of the Trust Estate in accordance with the terms hereof at public or private sale.

It is expressly agreed that anything therein contained to the contrary notwithstanding, the Issuer shall remain liable under any instruments or other agreements included in the Trust Estate to perform all the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and except as otherwise expressly provided herein, the Indenture Trustee shall not have any obligations or liabilities under such instruments or other agreements by reason of or arising out of this Indenture, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any obligations of the Issuer under or pursuant to such instruments or other agreements or to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by it, to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the express provisions hereof, and agrees to perform its duties herein pursuant to the express terms hereof.

GENERAL COVENANT

AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be authenticated and delivered by the Indenture Trustee, that the Trust Estate is to be held by or on behalf of the Indenture Trustee and that monies in the Trust Estate are to be applied by the Indenture Trustee for the benefit of the Holders, subject to the further covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby represent and warrant, and covenant and agree, to and with the Indenture Trustee, for the equal and proportionate benefit and security of each Holder, as follows:

Article 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“ Account Control Agreement ” means collectively, each Litigation Proceeds Account Control Agreement, each Deposit Account Control Agreement and each New Issuer Deposit Account Control Agreement.

“ Additional Issue Date ” means, with respect to any Additional Notes, the date such Additional Notes are authenticated and delivered to the applicable Holder in accordance with Article 2.

“ Additional Notes ” means additional 8.5% senior secured notes due [ ], 2021 (other than the Initial Notes) issued under this Indenture in accordance with Section 2.02 hereof after the date hereof, as part of the same series as the Initial Notes; provided, however, that the aggregate principal amount of the Additional Notes may not exceed $40.0 million less the aggregate principal amount of the Initial Notes. The Additional Notes will be treated as a single class with the Initial Notes for all purposes, including waivers, amendments, redemptions and offers to purchase.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Applicable Premium ” means, with respect to any Note on any redemption date, the present value as of such redemption date of all remaining interest payments on such Note to the Maturity Date (excluding accrued but unpaid interest to the applicable redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points.

“ Blue Heron ” means Blue Heron Designated Activity Company, a wholly-owned Subsidiary of the Issuer, incorporated in Ireland.

“ Board of Directors ” means, as to any Person, the Board of Directors or Board of Managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. References in this Indenture to directors (on a Board of Directors) shall also be deemed to refer to managers (on a Board of Managers).

“ Business Day ” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City or the city in which the Indenture Trustee’s Corporate Trust Office is located.

“ Capital Stock ” means:

(1) in the case of a corporation, corporate stock or shares;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or limited liability company interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;

in each case to the extent treated as equity in accordance with GAAP.

“ Cash Equivalents ” means:

(1) U.S. dollars or such other local currencies held by it from time to time in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States, as applicable, is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

(3) marketable general obligations issued by any state of the United States or any political subdivision of any such province or state or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A” or better from either Standard & Poor’s Rating Services (“ S&P ”) or Moody’s Investors Services, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both S&P and Moody’s cease publishing ratings of investments;

(4) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A-” or the equivalent thereof by S&P, or “A3” or the equivalent thereof by Moody’s, or

carrying an equivalent rating by a nationally recognized rating agency, if both S&P and Moody’s cease publishing ratings of investments, and having combined capital and surplus in excess of $500.0 million;

(5) repurchase obligations for underlying securities of the types described in clauses (2), (3) and (4) entered into with any bank meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both S&P and Moody’s cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and

(7) interests in any investment company which invests 95% or more of its assets in instruments of the type specified in clauses (1) through (6) above or a money market fund having a credit rating of “AA” or better from either S&P or Moody’s or carrying an equivalent rating by a nationally recognized rating agency, if both S&P and Moody’s cease publishing ratings of investments.

“ Change of Control ” means the occurrence of any of the following events:

(i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation, including any merger or consolidation involving an Affiliate of the Issuer, any Significant Subsidiary or any Pledged Subsidiary solely for the purpose of reincorporating the Issuer, any Significant Subsidiary or any Pledged Subsidiary in another jurisdiction), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer, any Significant Subsidiary or any Pledged Subsidiary to any “person” or “group” (as each such term is used in Section 13(d) or 14(d) of the Exchange Act or any successor provision thereto); or

(ii) the consummation of any transaction (including, without limitation, any merger, consolidation or other business combination), the result of which is that any “ person ” or “ group ” (as defined above) is or becomes the “ beneficial owner ” (as such term is used in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer, any Significant Subsidiary or any Pledged Subsidiary;

(iii) the first day on which individuals who on the Initial Issue Date constituted the Board of Directors of the Issuer, any Significant Subsidiary or any Pledged Subsidiary (together with any new directors whose election by the Board of Directors of the Issuer, any Significant Subsidiary or any Pledged Subsidiary, or whose nomination for election by the shareholders of the Issuer, any Significant Subsidiary or any Pledged Subsidiary, was approved or ratified by a vote of a majority of the directors of the Issuer, any Significant Subsidiary or any Pledged Subsidiary at the time of such nomination or election, then still in office who were either directors on the Initial Issue Date or whose election or nomination was so approved or ratified) cease for any reason

to constitute a majority of the Board of Directors of the Issuer, any Significant Subsidiary or any Pledged Subsidiary, then in office;

(iv) the adoption of a plan relating to the liquidation or dissolution of the Issuer, any Significant Subsidiary or any Pledged Subsidiary;

(v) the Issuer, any Significant Subsidiary or any Pledged Subsidiary consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Issuer, any Significant Subsidiary or any Pledged Subsidiary, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer, any Significant Subsidiary or any Pledged Subsidiary or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Issuer, any Significant Subsidiary or any Pledged Subsidiary outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance); or

(vi) the direct or indirect sale, transfer, conveyance or other disposition of any Irish Profit Participating Note or any Equity Interest in any Pledged Subsidiary to a Person that is not an Affiliate of the Issuer.

Notwithstanding the foregoing, the consummation of the transactions contemplated by the Master Transaction Agreement or any of the other “Transaction Documents” (as defined in the Master Transaction Document) shall not constitute a Change of Control.

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Collateral ” means the Trust Estate and all other property subject, or purported to be subject from time to time, to a Lien under any Security Documents.

“ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“ Corporate Trust Office ” with respect to the Indenture Trustee, means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office on the date of this Indenture is located at 300 Park Street, Suite 390 Birmingham, Michigan 48009 (Attention: Capital Markets Insurance Services, Facsimile: (248) 723-5424, Telephone: (248) 723-5422) or at such other address as the Indenture Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Holders and the Issuer).

“ Credit Facility ” means the Amended and Restated Loan and Security Agreement, dated as of May 16, 2014, as heretofore amended, by and among White Eagle, as borrower, the financial institutions party thereto as lenders, the other loan parties party thereto, and CLMG Corp., as administrative agent, together with (i) the “Transaction Documents” as defined in such Amended and Restated Loan and Security Agreement and (ii) the documents related to the conversion of White Eagle Asset Portfolio, LLC to White Eagle Asset Portfolio, LP on May 16, 2014.

“ Default ” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“ Deposit Account Control Agreement ” means an agreement, among the Issuer, the banking institution with respect to a Pledged Deposit Account, the Indenture Trustee and the Existing Notes Trustee with respect to collection and control of all deposits and balances held in such account maintained by the Issuer with such banking institution in accordance with Section 5.05, the penultimate and last sentences of Section 5.03 and Section 9.10.

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock), including Capital Stock resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of the Equity Interests.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Excluded Property ” means:

(a) any distributions from Blue Heron, OLIPP IV or Red Reef not derived from the Pledged Collateral;

(b) any distributions from the Non-Pledged Irish Profit Participating Note; and

(c) any property or assets owned by the Issuer or any of its Affiliates, including rights to any Litigation Proceeds, that, if included as part of the Collateral, would result in a default or event of default under either of the Credit Facility.

“ Existing Note Documents ” shall mean “Transaction Documents” (as such term is defined in the Existing Indenture).

“ Existing Note Holders ” shall mean the holders of the notes issued pursuant to the Existing Indenture.

“ Existing Notes Trustee ” shall mean Wilmington Trust, National Association as trustee under the Indenture dated as of March 11, 2016 between Emergent Capital, Inc. and Wilmington Trust, National Association (the “ Existing Indenture ”).

“ Existing Security Documents ” shall mean “Security Documents” (as such term is defined in the Existing Indenture).

“ FATCA ” means Sections 1471 through 1474 of the Code and any current or future regulations promulgated thereunder or official interpretations thereof, and including any agreements entered into pursuant to Section 1471(b) of the Code or applicable intergovernmental agreements.

“ FATCA Withholding Tax ” means any withholding taxes imposed on or in respect of any Note pursuant to FATCA.

“ Financial Officer ” of any Person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such Person.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession. For the purposes of this Indenture, the term “consolidated” with respect to any Person shall mean such Person consolidated with its Subsidiaries.

“ Governmental Authority ” means the government of the United States, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Grant ” means to mortgage, pledge, bargain, sell, warrant, alienate, demise, convey, assign, transfer, grant a security interest in, create a right of setoff against, deposit, set over and confirm. A Grant of any item of Collateral shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such item of Collateral and all other monies and proceeds payable thereunder, to give and receive notices and other communications, to make waivers or other

agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“ Group Companies ” means the Issuer and the Pledged Subsidiaries.

“ guarantee ” means a guarantee (other than by endorsement of negotiable instruments for collection in the Ordinary Course of Business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or asset prices.

“ Holder ” means the Person in whose name a Note is registered on the Note Registrar’s books.

“ Incur ” means issue, assume, guarantee, incur or otherwise become liable for; provided , however , that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“ Indebtedness ” means, with respect to any Person, the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property or services (except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor Incurred in the Ordinary Course of Business and (ii) any liabilities accrued in the Ordinary Course of Business), which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto or such services are completed, (d) in respect of capitalized lease obligations or net rental payments in respect of sale and leaseback transactions, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations and net rental payments in respect of sale and leaseback transactions) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided , however , that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the Ordinary Course of Business and not in respect of borrowed money;

(2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) any retained death benefit payouts on a Life Policy; or (5) any earn-out obligations, purchase price adjustments, deferred purchase money amounts, milestone and/or bonus payments (whether performance or time-based), and royalty, licensing, revenue and/or profit sharing arrangements, in each case, characterized as such and arising expressly out of purchase and sale contracts, development arrangements or licensing arrangements.

“ Indenture ” means this Indenture as amended or supplemented from time to time.

“ Indenture Trustee ” means the party named as such in this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means such successor.

“ Initial Issue Date ” means [ ], 2017.

“ Initial Note Balance ” means, for any Note, the principal amount stated on the face of such Note at the time it is issued.

“ Initial Notes ” means the 8.5% senior secured notes due [ ], 2021 issued under this Indenture on the Initial Issue Date.

“ Interest Period ” means for (i) the Initial Notes, the period from and including the Initial Issue Date to but excluding the initial Payment Date, and thereafter each period from and including a Payment Date to but excluding the following Payment Date (or the Maturity Date, in the case of the last Interest Period) and (ii) any Additional Notes, the period from and including the applicable Additional Issue Date to but excluding the next Payment Date, and thereafter each period from and including a Payment Date to but excluding the following Payment Date (or the Maturity Date, in the case of the last Interest Period).

“ Irish Profit Participating Notes ” means collectively, the Non-Pledged Irish Profit Participating Note and the Pledged Irish Profit Participating Note, and any Additional PPNs (as such term is defined in the Pledge Agreement).

“ Irish Share Charge ” means the share charge to be entered into by and between the Issuer and the Indenture Trustee with respect to the charge by the Issuer of 65% of the share capital of Blue Heron.

“ Issuer Order ” means a written request or order signed in the name of the Issuer by an Officer of the Issuer.

“ Lien ” means, with respect to any asset, any mortgage, lien, security assignment, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes of any jurisdiction); provided that in no event shall (i) any interest (whether beneficial, contractual or ownership) in any life insurance policy

possessed or retained by one or more third parties upon any Life Policy’s acquisition by an Affiliate of the Issuer where such retention was contemplated in connection with the acquisition of such life insurance policy constitute a Lien and (ii) an operating lease be deemed to constitute a Lien.

“ Life Policy ” means any life insurance policy exclusive of any interest (whether beneficial, contractual or ownership) in such policy possessed or retained by one or more third parties upon such policy’s acquisition by an Affiliate of the Issuer where such retention was contemplated in connection with the acquisition of such policy.

“ Litigation Proceeds ” means any settlement proceeds or damages award arising out of claims asserted in the Sun Life Litigation (including amounts arising out of any commercial tort claims), actually received by the Issuer after giving effect to any amounts due under the Credit Facility in respect of the Life Policies that are the subject of the Sun Life Litigation.

“ Litigation Proceeds Account ” mean a deposit account established and maintained by the Issuer with a banking institution into which Litigation Proceeds are deposited.

“ Litigation Proceeds Account Control Agreement ” means an agreement, among the Issuer, a banking institution with respect to the Litigation Proceeds Account, the Indenture Trustee and the Existing Notes Trustee with respect to collection and control of all deposits and balances held in such account maintained by the Issuer with such banking institution in accordance with Section 4.11, Section 5.05 and the penultimate and last sentences of Section 5.03 and Section 9.10.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, property, operations or condition (financial or otherwise) of (i) the Issuer, or (ii) the Issuer and its Significant Subsidiaries taken as a whole, (b) the validity or enforceability of this Indenture or any of the other Transaction Documents or the rights or remedies of the Indenture Trustee or the Holders hereunder or thereunder or of the Liens created by any of the Security Documents, (c) the value of the Collateral, taken as a whole, or (d) the ability of the Issuer to perform its obligations under the Transaction Documents.

“ Master Transaction Agreement ” means one or more Master Transaction Agreement(s) dated as of March 15, 2017 among the Company, PJC Investments, LLC and the applicable Consenting Convertible Note Holders (as defined therein) party thereto.

“ Maturity Date ” means [ ], 2021.

“ Net Proceeds ” means the aggregate cash proceeds received by the Issuer in respect of any public offering or private placement of any Indebtedness of the Issuer or bank or other borrowings of Indebtedness by the Issuer, in each case, that is not Permitted Indebtedness and, net of the direct costs relating to the incurrence of such Indebtedness (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements to the extent related thereto).

“ New Issuer Deposit Account ” means a deposit account established with a banking institution in the Issuer’s name after the Initial Issue Date.

“ New Issuer Deposit Account Control Agreement ” means an agreement, among the Issuer, a banking institution with which a New Issuer Deposit Account is established, the Indenture Trustee, and the Existing Notes Trustee with respect to collection and control of all deposits and balances held in such account maintained by the Issuer with such banking institution in accordance with Section 4.11, Section 5.05, the penultimate and last sentences of Section 5.03 and Section 9.10.

“ Non-Pledged Irish Profit Participating Note ” means the Profit Participating Notes due 2055 issued to the Issuer by Blue Heron in a principal amount of $5,501,622.37, which represent 35% of the Irish Profit Participating Notes.

“ Non-Recourse Indebtedness ” means Indebtedness:

(1) as to which neither the Issuer nor any Pledged Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

(2) no default with respect to which would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any Pledged Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity.

“ Notes ” means the Initial Notes and any Additional Notes.

“ Note Balance ” means, with respect to any Note, as of any date, the Initial Note Balance of such Note less any principal previously paid on such Note and subject to transfer or exchange of all or any portion thereof.

“ Noteholder FATCA Information ” means information sufficient to eliminate the imposition of, or determine the amount of, U.S. withholding tax under FATCA.

“ Noteholder Tax Identification Information ” means properly completed and signed tax certifications (generally, in the case of U.S. Federal Income Tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code).

“ Note Interest Rate ” means 8.5% per annum .

“ Note Purchase Agreement ” means any Note Purchase Agreement between the Issuer and the purchaser(s) named therein providing for the sale of Notes by the Issuer to such purchaser(s).

“ Officer ” means, as it pertains to any Group Company, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Group Company or of the Issuer,

as managing member of such Group Company; provided, however , that as it pertains to any Issuer Order issued in connection with the regularly scheduled payment of interest, “Officer” shall also include the Director of Accounting of the Issuer.

“ Officers’ Certificate ” means a certificate signed on behalf of the Issuer by two Officers of the Issuer, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer that meets the requirements set forth in this Indenture.

“ OLIPP IV ” means OLIPP IV, LLC, a Delaware limited liability company, the sole member of which is the Issuer.

“ Opinion of Counsel ” means a written opinion from legal counsel who is acceptable to the Indenture Trustee. If such counsel is otherwise acceptable to the Indenture Trustee, such counsel may be an employee of or counsel to the Issuer or the Indenture Trustee.

“ Ordinary Course of Business ” means an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action: (i) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person; (ii) does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature (other than as specifically required by this Indenture); and (iii) is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person.

“ Payment Date ” means the [15 th ] day of [March, June, September and December] of each calendar year, with the initial Payment Date being [ ], 2017.

“ Permitted Indebtedness ” means

(i) the Notes;

(ii) Indebtedness existing on the Initial Issue Date;

(iii) Indebtedness now or hereafter incurred under the Credit Facility; and

(iv) Permitted Refinancing Indebtedness.

“ Permitted Liens ” means, with respect to any person:

(1) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws, pension laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or

statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s and repairmen’s Liens, Incurred in the ordinary course of business;

(3) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or that are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

(4) judgment Liens not giving rise to an Event of Default;

(5) Liens securing the Notes;

(6) Liens in favor of the Issuer; and

(7) Liens securing the Existing Notes.

“ Permitted Refinancing Indebtedness ” means any Indebtedness of the Issuer issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Issuer or any of its Pledged Subsidiaries existing on the Initial Issue Date; provided that:

(1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount, or if greater, the committed amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); and

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“ Pledge Agreement ” means the pledge and security agreement, dated as of the date hereof, entered into by the Issuer in favor of the Indenture Trustee as secured party.

“ Pledged Irish Profit Participating Note ” means the Profit Participating Notes due 2055 issued to the Issuer by Blue Heron in a principal amount of $10,217,297, which represent 65% of the Irish Profit Participating Notes.

“ Pledged Irish Profit Participating Note Assignment ” means, collectively, the deed of security assignment to be entered by and between the Issuer and the Indenture Trustee with respect to the Pledged Irish Profit Participating Note, and the notice of contract assignment to be delivered by the Issuer to Blue Heron with respect to such deed of security assignment.

“ Pledged Subsidiaries ” means Blue Heron, Red Reef and OLIPP IV, as more particularly described on Schedule 1.01(B).

“ Protected Purchaser ” has the meaning specified in Section 8-303 of the Uniform Commercial Code.

“ Record Date ” means, with respect to any Payment Date and any Note, the fifth (5 th ) Business Day preceding the related Payment Date.

“ Red Reef ” means Red Reef Alternative Investments, LLC, a Delaware limited liability company, the sole member of which is the Issuer.

“ Required Holders ” means the Holders of more than 50% in principal amount of Notes then outstanding, voting as a single class.

“ Requirements of Law ” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ SEC ” means the United States Securities and Exchange Commission.

“ Secured Obligations ” means all principal, interest, premiums, penalties, fees, charges, expenses, indemnifications, reimbursements, damages, obligations, liabilities and indebtedness of every kind, nature and description owing by the Issuer to any Secured Party, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under any of the Transaction Documents, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Transaction Documents or after the commencement of any case with respect to the Issuer under any Bankruptcy Law or any other insolvency or liquidation proceeding (and including, without limitation, any principal, interest, fees, costs, expenses and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Security Documents ” means this Indenture, the Pledge Agreement, the Irish Share Charge, the Pledged Irish Profit Participating Note Assignment, any Account Control Agreement, and any other security agreement of any kind, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating security interests in the Collateral as contemplated by this Indenture.

“ Significant Subsidiary ” means any Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (or any successor provision).

“ Similar Business ” means a business, the majority of whose revenues are derived from the activities of the Group Companies as of the Initial Issue Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

“ Subsidiary ” means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. For purposes of clarity, a Subsidiary of a Person shall not include any Person that is under common control with the first Person solely by virtue of having directors, managers or trustees in common and shall not include any Person that is solely under common control with the first Person (i.e., a sister company with a common parent). Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of the Issuer.

“ Sun Life Litigation ” means the litigation proceeding in the Southern District of Florida styled as Imperial Premium Finance, LLC v. Sun Life Assurance Company of Canada , Case No. 13-CV-80385-Brannon (consolidated with Case No. 13-CV-80730).

“ Transaction Documents ” means, collectively, this Indenture, the Notes, the Note Purchase Agreement, the Security Documents and the other documents related hereto and thereto.

“ Treasury Rate ” means as of any redemption date of the Notes the yield to maturity at the time of computation on the U.S. Treasury security with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical

Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to the Maturity Date; provided, however, that if the period from the redemption date to the Maturity Dateis not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the period from the redemption date to the Maturity Date is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

“ Trust Officer ” means any officer within the corporate trust department of the Indenture Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Indenture Trustee (a) who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject, and (b) who shall have direct responsibility for the administration of this Indenture.

“ Uniform Commercial Code ” means the New York Uniform Commercial Code as in effect from time to time.

“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“ White Eagle ” means White Eagle Asset Portfolio, LP.

SECTION 1.02. Other Definitions.

Term		Defined in Section

“ *Applicable Regulations* ”		2.09
“ *Authenticating Agent* ”		2.02(b)
“ *Bankruptcy Law* ”		5.01
“ *Change of Control Offer* ”		3.07
“ *Change of Control Offer Period* ”		3.07
“ *Claim Notice* ”		6.06
“ *consolidated* ”		“GAAP” definition

“ *custodian* ”		5.01
“ *Event of Default* ”		5.01
“ *Indemnified Person* ”		6.06
“ *Issuer* ”		Preamble
“ *Note Registrar* ”		2.04(a)
“ *Note Register* ”		2.04(a)
“ *Payment Account* ”		2.08
“ *Pledged Collateral* ”		Granting Clause
“ *Pledged Deposit Accounts* ”		Granting Clause
“ *primary obligations* ”		“Contingent Obligations” definition
“ *primary obligor* ”		“Contingent Obligations” definition
“ *Restricted Payments* ”		4.12
“ *Retained Counsel* ”		6.06
“ *Secured Parties* ”		Preamble
“ *Selection Notice* ”		6.06
“ *Site* ”		6.02(y)
“ *Trust Estate* ”		Granting Clause

SECTION 1.03. Rules of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(c) the word “including” shall be construed to be followed by the words “without limitation”; the word “or” shall not be deemed to be exclusive;

(d) article and section headings are for the convenience of the reader and shall not be considered in interpreting this Indenture or the intent of the parties hereto;

(e) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision;

(f) the pronouns used herein are used in the masculine and neuter genders but shall be construed as feminine, masculine or neuter, as the context requires;

(g) a reference herein to any Person shall be construed to include such Person’s successors and permitted assigns;

(h) a reference to any statute, regulation, proclamation, ordinance or law includes all statutes, regulations, proclamations, ordinances or laws varying, consolidating or replacing the same from time to time, and a reference to a statute includes all regulations, policies, protocols, codes, proclamations and ordinances issued

or otherwise applicable under that statute unless, in any such case, otherwise expressly provided in any such statute;

(i) a definition of or reference to any document, instrument or agreement includes an amendment or supplement to, or restatement, replacement, modification or novation of, any such document, instrument or agreement unless otherwise specified in such definition or in the context in which such reference is used;

(j) terms used herein that are defined in the New York Uniform Commercial Code and not otherwise defined herein shall have the meanings set forth in the New York Uniform Commercial Code, unless the context requires otherwise; and

(k) to the extent any provision of this Indenture conflicts with the express provisions of any other Transaction Documents, the provisions of this Indenture shall govern and be controlling.

ARTICLE 2

THE SECURITIES

SECTION 2.01. Forms; Denominations.

Each Note shall be issued in physical, registered form only in initial denominations of not less than $25,000 and in integral multiples of $1,000 in excess thereof. The Notes will be substantially in the form attached hereto as Exhibit A; provided that any of the Notes may be issued with appropriate insertions, omissions, substitutions and variations as are required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any Requirements of Law or any other applicable law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes are admitted to trading, or to conform to general usage. The maximum principal amount of Notes to be issued hereunder is $40,000,000.

SECTION 2.02. Execution, Authentication, Delivery and Dating.

(a) The Notes shall be executed by manual or facsimile signature on behalf of the Issuer by any Officer of the Issuer. Notes bearing the manual or facsimile signatures of individuals who were at any time the Officers of the Issuer shall be entitled to all benefits under this Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes. No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. All Notes shall be dated the date of their authentication. Upon the initial issuance of any Note, such Note shall be authenticated

by the Indenture Trustee pursuant to, and upon the Indenture Trustee’s receipt of, an Issuer Order.

(b) The Indenture Trustee may appoint one or more agents (each an “ Authenticating Agent ”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with transfers and exchanges under Section 2.04 and mutilated, destroyed, lost or stolen Notes under Section 2.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate the Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be deemed to be the authentication of Notes “by the Indenture Trustee”.

Any corporation, bank, trust company or association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation, bank, trust company or association succeeding to the corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation, bank, trust company or association.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may but shall not be obligated to appoint a successor Authenticating Agent, and, upon such appointment, the Indenture Trustee will give written notice of such appointment to the Issuer and the Holders. In the event such a successor is not appointed by the Indenture Trustee, the role of Authenticating Agent will revert to the Indenture Trustee.

Each Authenticating Agent shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

SECTION 2.03. Interest, Payment of Note Balance of Outstanding Notes.

(a) Each Note will accrue interest during each Interest Period on its Note Balance at the Note Interest Rate calculated based on the actual number of days elapsed and a 360-day year.

(b) Accrued interest will be due and payable in cash on each Payment Date, or following declaration of acceleration pursuant to Section 5.02, on demand.

(c) The Note Balance of each Note plus any accrued interest is due and payable on the Maturity Date, unless the Note Balance and accrued interest of the Note is subject to earlier payment (whether by declaration of acceleration, voluntary or mandatory redemption or otherwise).

(d) The Notes may be prepaid in whole, but not in part, together with all accrued interest as set forth in Section 3.02, and are subject to mandatory redemption in whole, as set forth in Section 3.06, and are subject to mandatory redemption, in whole, but not in part, (at the election of each Holder), as set forth in Section 3.07.

(e) The Issuer will pay interest (including post-petition interest in any proceeding under the Bankruptcy Law whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) on overdue principal and premium, if any, at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post- petition interest in any proceeding under the Bankruptcy Law whether or not a claim for post- petition interest is allowable as a claim in any such proceeding) on overdue installments of interest without regard to any applicable grace period at the rate equal to 2.0% per annum to the extent lawful.

(f) If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 2.03(e). The Issuer shall notify the Indenture Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Indenture Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements reasonably satisfactory to the Indenture Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust in the Payment Account for the benefit of the Holders entitled to such defaulted interest as provided in this Section 2.03(f). The Issuer shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than five (5) days prior to the related payment date for such defaulted interest. At least fifteen (15) days before the special record date, the Issuer (or, upon the written request of the Issuer, the Indenture Trustee in the name and at the expense of the Issuer) shall send, or cause to be sent, to each Holder a notice that states the special record date, the related payment date and the amount of such interest to be paid to such Holder.

SECTION 2.04. Registration of Transfer and Exchange of Notes.

(a) At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “ Note Registrar ”) a register (the “ Note Register ”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar.

(b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or

qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

(c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws.

(d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04.

(e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be.

(f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note.

(g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive.

(h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program).

(i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes.

(j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures.

(k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register.

(l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note.

(m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Notes.

If any mutilated Note is surrendered to the Note Registrar, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange therefor, a new

Note of the same tenor and denomination, registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any Note and the ownership thereof and (ii) such security or indemnity as may be reasonably required by them to hold each of them, and any agent of any of them harmless, then, in the absence of notice received by the Issuer or a Trust Officer that such Note has been acquired by a Protected Purchaser, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same tenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding.

Upon the issuance of any new Note under this Section 2.05, the Indenture Trustee and the Note Registrar may require the payment by the Holder of an amount sufficient to pay or discharge any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses, but no service charge.

Every new Note issued pursuant to this Section 2.05 in lieu of any destroyed, mutilated, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, mutilated, lost or stolen Note shall be at any time enforceable by the Holder thereof, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.05 are exclusive and shall preclude (to the extent permitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.06. Holder Lists.

The Note Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders, which list, upon request, will be made available to the Indenture Trustee insofar as the Indenture Trustee is no longer the Note Registrar. Upon written request of any Holder made for purposes of communicating with other Holders with respect to their rights under this Indenture (which purpose the Note Registrar shall have no duty to determine or inquire about), the Note Registrar shall within five (5) Business Days after its receipt of such written request furnish such Holder with a list of the other Holders of record identified in the Note Register at the time of the request. Every Holder, by receiving such access, agrees with the Note Registrar that the Note Registrar will not have any liability or be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Holder regardless of the source from which such information was derived.

SECTION 2.07. Persons Deemed Owners.

Prior to due presentment for the registration of a transfer of any Note, the Issuer, the Indenture Trustee, the Note Registrar and any agents of any of them, may treat the Person in whose name a Note is registered as the owner of such Note (subject to the Record Date

and special record date provisions of the Notes) and for all other purposes whatsoever, whether or not such Note shall be overdue, and none of the Issuer, the Indenture Trustee, the Note Registrar or any agents of any of them, shall be affected by notice to the contrary.

SECTION 2.08. Payments on the Notes.

(a) With respect to each Payment Date, any interest, payable on the Notes shall be paid to the Person that is the registered Holder thereof at the close of business on the related Record Date (subject to the special record date provisions of the Notes). Principal, premium, if any, and interest on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose. Payments of interest, principal and other amounts on the Notes shall be made by wire transfer to such account as such Holder shall designate by written instruction received by the Indenture Trustee not later than five Business Days prior to the applicable Payment Date. Such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(b) If a Note is issued in exchange for any other Note during the period commencing after close of business at the office of the Note Registrar where such exchange occurs on any Record Date and ending before the opening of business at such office of the Note Registrar on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note to the Person that is the registered Holder thereof at the close of business on the related Record Date.

(c) The Issuer shall pay to the Indenture Trustee funds in an amount sufficient to pay in full all amounts of interest, principal, and if any, premium due on any Payment Date, redemption date, the Maturity Date, or otherwise prior to 1:00 p.m. Eastern time on such date.

(d) The Indenture Trustee shall pay each Note in full as provided herein on the Maturity Date, in immediately available funds, no later than 3:00 p.m., New York City time, on the Maturity Date (to the extent such amounts are received from the Issuer in accordance with Section 2.08(c)). Such payment to the Holder of each Note shall be made on the Maturity Date of such Note and such Holder shall present the Note promptly thereafter.

The Indenture Trustee is hereby directed to establish and maintain pursuant to the terms of this Section 2.08, a non-interest bearing trust account in the name of the Issuer (such account and any successor account, even if renumbered, the “ Payment Account ”). All payments to be made on the Notes to or by the Indenture Trustee pursuant to this Indenture shall, as applicable, be made into, or out of, the Payment Account. Funds on deposit in the Payment Account will be disbursed by the Indenture Trustee pursuant to Issuer Order to make payments to the Holders in respect of principal or interest or redemption price or other amounts in respect of the Secured Obligations. The Issuer shall deliver such Issuer Orders to the Indenture Trustee at least one (1) Business Day prior to any payment date. For purposes of causing the application of funds in accordance with this Section 2.08(e), the Indenture Trustee shall be entitled to rely exclusively upon any Issuer Order provided by the Issuer with respect to any payments to be made pursuant to this Section, and shall have no duty to independently determine, verify or calculate any information therein, including with respect to the amounts or recipients set forth in or delivered together with any

such Issuer Order, except as expressly required hereby. Cash held in the Payment Account shall not be invested. Subject to any applicable abandoned property or escheat law, any money deposited with the Indenture Trustee in trust for the payment of the Notes and remaining unclaimed for two years after such payment has become due and payable shall be paid to the Issuer on its request, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Indenture Trustee with respect to such trust money shall thereupon cease.

SECTION 2.09. Compliance with Withholding and Other Requirements.

The Indenture Trustee shall comply with all backup withholding tax and information reporting requirements that it is required to comply with under applicable law (including the Code and the U.S. Treasury regulations issued thereunder) in respect of any payment on, or in respect of, the Notes.

By acceptance of any Note issued hereunder, unless otherwise prohibited by law, each Holder is deemed to agree to provide to the Issuer or Indenture Trustee any information or certification that may be required under applicable law with respect to withholding, backup withholding or information reporting (including the Noteholder Tax Identification Information, and, to the extent any FATCA Withholding Tax is applicable, the Noteholder FATCA Information), and update or replace such form, information or certification in accordance with its terms or its subsequent amendments to the extent necessary. Failure of a Holder to provide the Indenture Trustee and the Issuer with required tax certificates and information may result in amounts of tax being withheld from the payment to such Holder (without any corresponding gross-up). If the Issuer has knowledge that FATCA Withholding Tax applies, the Issuer will notify the Indenture Trustee thereof.

In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (collectively, “ Applicable Regulations ”), the Indenture Trustee, is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties hereto and each Holder agrees to provide the Indenture Trustee, upon its request from time to time, such identifying information and documentation as may be necessary in order to enable the Indenture Trustee to comply with such Applicable Regulations. It is expressly agreed that the Indenture Trustee shall have no duty to perform any services hereunder for, on behalf of or for the benefit of, any Person not having furnished such information as the Indenture, in its sole discretion, determines to be necessary to comply with the Applicable Regulations.

SECTION 2.10. Cancellation.

The Issuer may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall, in accordance with an Issuer Order, be promptly canceled by the Note Registrar.

All Notes delivered to the Indenture Trustee for payment shall be forwarded by the Indenture Trustee to the Note Registrar. All such Notes and all Notes surrendered for transfer and exchange in accordance with the terms hereof shall be canceled and disposed of by the Note Registrar in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes that it has paid in full and have been delivered to the Note Registrar for cancellation.

SECTION 2.11. Lien of the Indenture.

This Indenture shall evidence a continuing Lien on and security interest in the Trust Estate to secure the Secured Obligations, including the full payment of the principal, interest and other amounts on all the Notes, which shall in all respects be equally and ratably secured hereby without preference, priority or distinction on account of the actual time or times of the authentication and delivery of the Notes.

SECTION 2.12. Acknowledgment of Trustee.

Subject to Section 9.10, the Indenture Trustee acknowledges and agrees that it holds each item of Collateral within its possession or control on behalf of and for the benefit of the Secured Parties. Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any item of Collateral through an agent or nominee except as expressly permitted by the Transaction Documents to which it is a party. The Collateral delivered to the Indenture Trustee pursuant to the Pledge Agreement shall be held by the Indenture Trustee at all times during which such Collateral is in its possession pursuant to the Indenture Trustee’s internal policies and procedures relating to holding property of the type substantially similar to such Collateral.

ARTICLE 3

REDEMPTION

SECTION 3.01. Applicability of Article. Redemption of Notes at the election of the Issuer or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article 3.

SECTION 3.02. Optional Redemption; Notices to Indenture Trustee.

(a) The Issuer may elect to redeem the Notes, in whole, but not in part, at any time at a redemption price in cash equal to 100% of the principal amount thereof, plus (A) the Applicable Premium, if any, and (B) accrued and unpaid interest on the Notes, to, but not including, the date of redemption.

(b) If the Issuer redeems the Notes pursuant to this Article 3 (whether such redemption is optional or mandatory), it shall notify the Indenture Trustee and the Holders in writing of (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed, and (iv) the redemption price. The Issuer shall provide notice to the Indenture Trustee and the Holders provided for in this Section 3.02(b) at least three

(3) Business Days before a redemption date unless a shorter period is acceptable to all of the Holders, as evidenced by each such Holder’s written consent. Such notice shall be accompanied by an Officers’ Certificate to the effect that such redemption will comply with the conditions herein. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect.

SECTION 3.03. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.02(b), Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, subject to the satisfaction or waiver of any conditions precedent in the notice of redemption and the last sentence of Section 3.02(b), as applicable. Such Notes shall be paid at the redemption price stated in the notice, plus accrued interest, to, but not including, the redemption date; provided , however , that if the redemption date is after a Record Date and on or prior to the related Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on such Record Date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.04. Payment of Redemption Price. Pursuant to Section 2.08(c), the Issuer shall pay to the Indenture Trustee by deposit to the Payment Account money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on the redemption date other than Notes previously called for redemption that have been delivered by the Issuer to the Indenture Trustee for cancellation.

SECTION 3.05. Reserved.

SECTION 3.06. Mandatory Redemption. Within 10 Business Days of receipt of Net Proceeds from any Indebtedness (other than Permitted Indebtedness) and upon notice given as provided in Section 3.02(b), the Issuer shall redeem each Holder’s Notes in full at a redemption price in cash equal to 100% of the principal amount thereof, plus the Applicable Premium as of, and accrued and unpaid interest, to, but not including, the date of redemption.

SECTION 3.07. Redemption Upon a Change of Control. Upon the occurrence of a Change of Control and upon notice given as provided in Section 3.02(b), the Issuer shall make an offer (a “ Change of Control Offer ”) to each Holder to redeem such Holder’s Notes in full at a redemption price in cash equal to 107.5% of such Note Balance thereof, plus accrued and unpaid interest to, but not including, the date of redemption. The Change of Control Offer will remain open for a period of at least 15 days following its commencement and not more than 30 days, except to the extent that a longer period is required by applicable law (the “ Change of Control Offer Period ”). No later than 30 Business Days after the termination of the Change of Control Offer Period, the Issuer will purchase all Notes tendered in response to the Change of Control Offer.

ARTICLE 4

COVENANTS

SECTION 4.01. Deposit and Payment of Notes. The Issuer shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture.

SECTION 4.02. Reports and Other Information.

(a) Annual Financials. The Issuer shall post on the SEC EDGAR website, as soon as available, but in any event within 120 days (or such earlier date on which the Issuer is required to file a Form 10-K under the Exchange Act, if applicable) after the end of each fiscal year of the Issuer, beginning with the fiscal year ending December 31, 2017, a consolidated and consolidating balance sheet of the Issuer and its Subsidiaries as of the end of such fiscal year, and the related consolidated and consolidating statements of income, cash flows and stockholder’s equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP, with such consolidated and consolidating financial statements to be audited and accompanied by a report and opinion of the Issuer’s independent certified public accounting firm of recognized national standing (which report and opinion shall be prepared in accordance with GAAP), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer as of the dates and for the periods specified in accordance with GAAP. Such consolidated and consolidating financial statements shall be certified by a Financial Officer as fairly presenting the consolidated and consolidating financial condition, results of operations and cash flows of the Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP consistently applied.

(b) Quarterly Financials. The Issuer shall post on the SEC EDGAR website, as soon as available, but in any event within 60 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Issuer, beginning with the fiscal quarter ending [March 31], 2017, a consolidated and consolidating balance sheet of the Issuer and its Subsidiaries as of the end of such fiscal quarter, and the related consolidated and consolidating statements of income, cash flows and stockholder’s equity for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the Issuer’s fiscal year, setting forth in each case in comparative form the figures for the comparable period or periods in the previous fiscal year, all prepared in accordance with GAAP, with such consolidated and consolidating financial statements to be certified by a Financial Officer as fairly presenting the consolidated and consolidating financial condition, results of operations and cash flows of the Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject to normal year-end audit adjustments and the absence of footnotes.

(c) Information During Event of Default. The Issuer shall deliver to the Indenture Trustee, promptly, such additional information regarding the business or

financial affairs of the Issuer or any of its Subsidiaries, or compliance with the terms of this Indenture, as the Indenture Trustee, any Holder or any holder of beneficial interests in the Notes may from time to time reasonably request during the existence of any Event of Default (subject to reasonable requirement of confidentiality, including requirements imposed by law or contract; and provided that the Issuer shall not be obligated to disclose any information that is reasonably subject to the assertion of attorney-client privilege). The Issuer shall further inform the Indenture Trustee that such additional information is being delivered pursuant to this Section 4.02(c). The Indenture Trustee will within three (3) Business Days of receipt notify the Holders by electronic mail of receipt of such information.

(d) Rule 144A Information. The Issuer shall deliver to the Holders and any prospective purchaser of the Notes designated by a Holder, promptly upon the request of any such Person, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(e) Notice of Default. The Issuer shall deliver to the Indenture Trustee promptly, and in any event within 10 Business Days after the occurrence thereof, notice of any Default or Event of Default and specifying the nature thereof in reasonable detail. The Indenture Trustee will promptly (and, in any event, within five (5) Business Days of receipt) notify the Holders by electronic mail of receipt of any such notice of Default or Event of Default.

SECTION 4.03. Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 4.04. Liens on Pledged Subsidiaries or Collateral. The Issuer shall not Incur or suffer to exist any Liens (other than Permitted Liens) on (i) any Equity Interests of the Issuer in the Pledged Subsidiaries or (ii) any Collateral.

SECTION 4.05. Maintenance of Office or Agency. (a) The Issuer shall maintain an office or agency (which may be an office of the Indenture Trustee or an affiliate of the Indenture Trustee or Note Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such presentations and surrenders may be made at the corporate trust place of payment and notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee as set forth in Section 10.01.

(b) The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however , that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall

give prompt written notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Issuer hereby designates the Corporate Trust Office of the Indenture Trustee or its agent as such office or agency of the Issuer in accordance with Section 2.04.

SECTION 4.06. Amendment of Security Documents. The Issuer shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents except as described in Article 9 or as permitted in Article 8.

SECTION 4.07. Limitation of Incurrence of Indebtedness.

(a) The Issuer shall not directly Incur any Indebtedness.

(b) The limitations set forth in Section 4.07(a) shall not apply to any Permitted Indebtedness:

(c) Notwithstanding Section 4.07(a), Indebtedness not permitted by Section 4.07(b) may be incurred or issued by the Issuer provided that the proceeds thereof are applied to redeem the Notes in full in accordance with Section 3.06.

(d) For purposes of determining compliance with this Section 4.07, in the event an item of Indebtedness Incurred by the Issuer meets the criteria of more than one of the categories listed in the definition of “Permitted Indebtedness”, the Issuer will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with Section 4.07.

SECTION 4.08. Maintenance of Existence; Compliance. The Issuer shall (a)

(i) preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all contractual obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 4.09. Maintenance of Property; Insurance. The Issuer shall (i) keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (ii) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a Similar Business.

SECTION 4.10. Inspection of Property; Books and Records; Discussions. The Issuer shall (i) keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (ii) following the occurrence and during the continuation of an Event of Default, permit representatives of the Indenture Trustee or any Holder to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Issuer with officers and employees of the Issuer and with their independent certified public accountants.

SECTION 4.11. Post-Closing Obligations. Within 10 Business Days after receipt by the Issuer of any Litigation Proceeds, if ever, the Issuer shall establish and maintain a Litigation Proceeds Account, deposit any such Litigation Proceeds therein and cause to be delivered to the Indenture Trustee a Litigation Proceeds Account Control Agreement. At the time of delivery of any Deposit Account Control Agreement and any Litigation Proceeds Account Control Agreement, the Issuer shall deliver an Opinion of Counsel to the Indenture Trustee that such agreement creates an enforceable perfected security interest in favor of the Indenture Trustee against the applicable Collateral under applicable law.

SECTION 4.12. Restricted Payments.

(a) The Issuer shall not (i) declare or pay any dividend or make any distribution on or with respect to its Capital Stock, other than dividends or distributions payable solely in Equity Interests; or (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Issuer except under any equity incentive plan maintained by the Issuer ((all such payments set forth in clauses (i) through (ii) being collectively referred to as “ Restricted Payments ”), if, at the time of, and after giving effect to, the proposed Restricted Payment the Issuer’s aggregate cash and Cash Equivalents are less than $20,000,000; provided, however, that nothing in this Section 4.12 shall be deemed to prohibit the Issuer from paying principal, interest or other sums payable in respect of any Indebtedness of the Issuer convertible into Capital Stock or from issuing Capital Stock upon exercise of the conversion rights set forth therein.

(b) Notwithstanding Section 4.12(a), the Issuer may make Restricted Payments if:

(i) at the time of, and after giving effect to, any such proposed Restricted Payment the Issuer’s aggregate cash and Cash Equivalents are at least equal to $25,000,000 and such Restricted Payment, together with the aggregate amount of all other Restricted Payments over the preceding 12 months does not exceed $5,000,000;

(ii) at the time of, and after giving effect to, any such proposed Restricted Payment the Issuer’s aggregate cash and Cash Equivalents are at least equal to $30,000,000 and such Restricted Payment, together with the

aggregate amount of all other Restricted Payments over the preceding 12 months does not exceed $10,000,000; or

(iii) at the time of, and after giving effect to, any such proposed Restricted Payment the Issuer’s aggregate cash and Cash Equivalents are at least equal to an amount equal to the outstanding principal amount of the Notes plus the then Applicable Premium, and such Restricted Payment, together with the aggregate amount of all other Restricted Payments over the preceding 12 months does not exceed $15,000,000;

provided, however, that in no event may the aggregate amount of Restricted Payments permitted under this Section 4.12(b) exceed $30,000,000

SECTION 4.13. Additional Deposit Accounts. If a New Issuer Deposit Account has a balance in excess of $100,000 at any time, the Issuer shall within ten (10) Business Days thereafter (i) transfer from such New Issuer Deposit Account the amount by which the deposits in such account are in excess of $100,000 to a Pledged Deposit Account, or (ii) cause to be delivered to the Indenture Trustee a New Issuer Deposit Account Control Agreement with respect to such New Issuer Deposit Account. At the time of delivery of any New Issuer Deposit Account Control Agreement, the Issuer shall deliver an Opinion of Counsel to the Indenture Trustee that such agreement creates an enforceable perfected security interest against the applicable Collateral under applicable law.

ARTICLE 5

DEFAULTS AND REMEDIES

SECTION 5.01. Events of Default. An “ Event of Default ” occurs if:

(a) the Issuer fails to pay interest on any Note when due, whether on any Payment Date, at its Maturity Date, upon redemption, upon declaration of acceleration or otherwise and such failure continues for five Business Days,

(b) the Issuer fails to pay principal or premium, if any on any Note when due, whether on any Payment Date, at its Maturity Date, upon redemption, upon declaration of acceleration or otherwise,

(c) the Issuer fails to comply with (i) the agreements contained in Section 4.04, Section 4.07 or Section 4.12 or (ii) any of its other agreements in the Notes or this Indenture (other than those referred to elsewhere in this Section 5.01) and, in the case of this clause (ii), such failure continues for 45 days,

(d) a representation or warranty of the Issuer set forth in the Note Purchase Agreement or any other Transaction Document is shown to be false in any material respect when made, and if capable of cure, such breach remains uncured for 45 days,

(e) the Issuer, any Significant Subsidiary or any Pledged Subsidiary fails to pay any Indebtedness (other than Indebtedness (i) owing to a Subsidiary or (ii) that is Non-Recourse Indebtedness) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $5,000,000 or its foreign currency equivalent,

(f) the Issuer, any Significant Subsidiary or any Pledged Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(i) commences a voluntary case;

(ii) consents to the entry of an order for relief against it in an involuntary case;

(iii) consents to the appointment of a custodian of it or for any substantial part of its property; or

(iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency,

(g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuer, any Significant Subsidiary or any Pledged Subsidiary in an involuntary case;

(ii) appoints a custodian of the Issuer, any Significant Subsidiary or any Pledged Subsidiary or for any substantial part of its property; or

(iii) orders the winding up or liquidation of the Issuer, any Significant Subsidiary or any Pledged Subsidiary;

and the order or decree remains unstayed and in effect for 120 days;

(h) the Issuer, any Significant Subsidiary or any Pledged Subsidiary fails to pay final judgments aggregating in excess of $5,000,000 or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 120 days following the entry thereof,

(i) the Issuer shall assert, in any pleading in any court of competent jurisdiction, that any Lien created under any Security Document is invalid or unenforceable, or

(j) (i) any security interest created by any Security Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Security Documents) or (ii) the breach or repudiation by the Issuer or any of its Pledged Subsidiaries of any of their obligations under any Security Document.

The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “ Bankruptcy Law ” means Title 11, United States Code, or any similar U.S. federal or state law for the relief of debtors (or their foreign equivalents). The term “custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

SECTION 5.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 5.01 (f) or (g)) occurs and is continuing, the Indenture Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuer may, and if such notice is given by such Holders such notice shall be given to the Issuer and the Indenture Trustee, declare that the principal of, and the premium, if any, and accrued but unpaid interest on, all Notes is due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 5.01(f) or (g) occurs, the principal of, and the premium, if any, and accrued but unpaid interest on, all the Notes shall ipso facto become and be immediately due and payable, without any declaration or other act on the part of the Indenture Trustee or any Holders. The Required Holders by written notice to the Indenture Trustee may rescind an acceleration and its consequences if such Required Holders determine that the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

SECTION 5.03. Other Remedies. If an Event of Default occurs and is continuing, the Indenture Trustee, after notice to the Holders and receipt of specific written direction from the Required Holders as to how to proceed, may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Indenture Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Indenture Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent required by law, all available remedies are cumulative.

Following an Event of Default, the Holders of at least 25% in principal amount of the then outstanding Notes may instruct the Indenture Trustee to deliver a notice (including a “ Notice of Exclusive Control ”) giving the Indenture Trustee exclusive control over

any securities account or deposit account covered by an Account Control Agreement. The Indenture Trustee may give such notice only upon an Event of Default.

SECTION 5.04. Waiver of Past Defaults. Provided the Notes are not then due and payable by reason of a declaration of acceleration, the Required Holders by written notice to the Indenture Trustee may waive an existing Default or an Event of Default and its consequences except (a) a Default or an Event of Default in the payment of the principal of or interest on a Note, (b) a Default or an Event of Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default or an Event of Default in respect of a provision that under Section 8.02 cannot be amended without the consent of each Holder affected. When a Default or an Event of Default is waived, it is deemed cured and the Issuer, the Indenture Trustee and the Holders will be restored to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or an Event of Default or impair any consequent right. Any past Default or an Event of Default or compliance with any provisions may be waived with the consent of the Required Holders.

SECTION 5.05. Control by Specified Percentage of Holders. The Required Holders (or such other percentage as expressly provided for herein) may direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee or of exercising any trust or power conferred on the Indenture Trustee. However, the Indenture Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Indenture Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Indenture Trustee in personal liability. Prior to taking any action under this Indenture, the Indenture Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders understand and agree that in fulfilling its role as Indenture Trustee under any Account Control Agreement, the Pledge Agreement, the Irish Share Charge and the Pledged Irish Profit Participating Note Assignment, the Indenture Trustee shall act solely in accordance with the written direction of the Required Holders, except as expressly set forth in Section 5.03 and 5.06(a)(ii). Without limiting the generality of the foregoing, by accepting delivery of a Note or any portion thereof the Holders hereby authorize and direct the Indenture Trustee to execute and deliver the Pledge Agreement, in the form presented to it by the Issuer or its purported counsel or other representative on the date hereof. The delivery to the Indenture Trustee of an Opinion of Counsel as described in Section 4.11 with respect to each of the Irish Share Charge, the Pledged Irish Profit Participating Note Assignment, any Deposit Account Control Agreement or any Litigation Proceeds Account Control Agreement or as described in Section 4.13 with respect to any New Issuer Deposit Account Control Agreement shall be deemed to be conclusive authorization by the Holders on which the Indenture Trustee may exclusively rely, and by its receipt of such an Opinion of Counsel the Indenture Trustee shall be fully protected, in executing and delivering each such agreement and any document or instrument contemplated thereby, without any obligation to determine or confirm the advisability or suitability thereof on behalf of the Holders.

SECTION 5.06. Limitation on Suits. (a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(i) the Holder gives the Indenture Trustee written notice stating that an Event of Default is continuing;

(ii) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Indenture Trustee to pursue the remedy;

(iii) such Holder or Holders offer to the Indenture Trustee security or indemnity satisfactory to it against any loss, liability or expense; and

(iv) the Indenture Trustee does not comply with the request within 30 days after receipt of the request and the offer of security or indemnity.

(b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 5.07. Rights of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in this Indenture or in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 5.08. Collection Suit by Indenture Trustee. If an Event of Default specified in Section 5.01(a) or (b) occurs and is continuing, the Indenture Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 6.06.

SECTION 5.09. Indenture Trustee May File Proofs of Claim. The Indenture Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Indenture Trustee (including counsel, accountants, experts or such other professionals as the Indenture Trustee deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings relative to the Issuer, its creditors or its property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions and be a member of a creditors’ or other similar committee, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and its counsel, and any other amounts due the Indenture Trustee under Section 6.06.

SECTION 5.10. Priorities. If the Indenture Trustee collects any money or property pursuant to this Article 5, it shall pay out such money or property in the following order:

FIRST: to the Indenture Trustee for amounts due under Section 6.06;

SECOND: to the Holders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest;

THIRD: to the Holders for amounts due and unpaid on the Notes for principal, and premium, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and, if any, premium; and

FOURTH: to the Issuer.

The Indenture Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 5.10. At least 15 days before such record date, the Indenture Trustee shall mail to each Holder and the Issuer a notice that states the record date, the payment date and amount to be paid.

SECTION 5.11. Waiver of Stay or Extension Laws. The Issuer shall not (to the extent it may lawfully do so) at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 6

TRUSTEE

SECTION 6.01. Duties of Indenture Trustee. (a) The Issuer and each Holder authorizes and directs the Indenture Trustee to enter into the Transaction Documents to which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewith.

(b) Notwithstanding any provision of this Indenture or any other Transaction Document to the contrary:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each Transaction Document to which it is a party and no implied duties, covenants or obligations shall be read into this Indenture or such Transaction Document against the Indenture Trustee (it being agreed that the permissive right of the Indenture Trustee to do things enumerated in this Indenture or any Transaction Document shall not be construed as a duty); and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture. The Indenture Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01;

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts;

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.05; and

(iv) no provision of this Indenture or any other Transaction Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

(d) Every provision of this Indenture or any other Transaction Document that in any way relates to the Indenture Trustee is subject to this Section 6.01.

(e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law.

(g) Every provision of this Indenture or any other Transaction Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section.

SECTION 6.02. Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or

presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in the document. Without limiting the generality of the foregoing, the following provisions of this Section 6.02 shall apply notwithstanding any provision of this Indenture or any other Transaction Document to the contrary.

(b) Before the Indenture Trustee acts or refrains from acting, it may require, at the expense of the Issuer, an Officers’ Certificate or an Opinion of Counsel or both. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on any Officers’ Certificate or Opinion of Counsel.

(c) The Indenture Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct or gross negligence.

(e) The Indenture Trustee may, at the expense of Issuer, consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, or any other Transaction Documents or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel or Opinion of Counsel.

(f) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Required Holders, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation.

(g) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any other Transaction Document at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(h) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including its right to be compensated, reimbursed and

indemnified as provided in Section 6.06, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(i) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Required Holders or the Holders of a majority in principal amount of the Notes, including, without limitation, any action with respect to the time, method and place of conducting any proceedings for any remedy available to the Indenture Trustee or the exercising of any power conferred by this Indenture or any other Transaction Document.

(j) Any action taken, or omitted to be taken, by the Indenture Trustee in good faith pursuant to this Indenture or any other Transaction Document upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof.

(k) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any force majeure event, or strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Indenture Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(l) In the event the signature of the Indenture Trustee is required in connection with any sale of any portion of the Collateral, the Issuer, or if during or after an Event of Default, the Holders, shall ensure that the language set forth in Exhibit C shall be included in any document where such signature(s) may be required. The failure of such language to be so included shall excuse the Indenture Trustee from being required to join in the execution of such documents, without regard to any consequences that may result therefrom.

(m) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order.

(n) As a condition to the taking or omitting of any action by it hereunder, the Indenture Trustee may at the expense of the Issuer consult with counsel and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon. The Indenture Trustee shall not be required to take any action hereunder or otherwise if it shall have reasonably determined, on the advice of counsel, that such action is likely to result in liability on the part of the

Indenture Trustee for which it has not received adequate indemnity or is contrary to the terms hereof or is otherwise contrary to law.

(o) Whenever this Indenture or any other Transaction Document provides that an action may be taken or not taken at the option, election or in the discretion of the Indenture Trustee, the Indenture Trustee shall have no obligation or duty to exercise such option, make such election, or exercise such discretion except upon the reasonable written instructions of the Issuer or the Required Holders. The Indenture Trustee shall have no liability to any party for carrying out any such direction.

(p) The permissive rights of the Indenture Trustee to take or refrain from taking any action enumerated in this Indenture or any other Transaction Document shall not be treated as a duty.

(q) Notwithstanding anything contained herein or in any other Transaction Document to the contrary, the Indenture Trustee (as such and in its individual capacity) shall have no duty or responsibility to perform any calculations for, or make any determinations as to the amounts, times, recipients, or other particulars of, any payments and/or transfers to be made by the Indenture Trustee or any other Person under this Indenture or any other Transaction Document, except as expressly required by the terms of this Indenture.

(r) The Indenture Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Indenture or for the due execution hereof by the Issuer or for the form, character, genuineness, sufficiency, value or validity of any of the Collateral, and the Indenture Trustee shall in no event assume or incur any liability, duty or obligation to the Issuer, to any Holders, or to any other Person other than as expressly provided for herein.

(s) The Indenture Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or any other Transaction Document or otherwise.

(t) Whether or not therein expressly so provided, every provision of this Indenture or any other Transaction Document (including, without limitation, the Pledge Agreement and the Irish Share Charge) relating to the conduct, rights, powers, duties obligations or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.02.

(u) The Issuer hereby agrees and, as evidenced by its acceptance of any benefits hereunder, each Holder agrees that the Indenture Trustee in any capacity has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment or insurance implications and consequences of the preservation, funding, ongoing administration or otherwise with respect to the Collateral. By accepting delivery of a Note or any portion thereof, each of the Holders will be deemed to have acknowledged that it has conducted its own thorough

investigation and exercised its own due diligence before considering an investment in the Notes, and acknowledged that the decision to purchase a Note or any portion thereof is its own and that it has not and will not rely on the Indenture Trustee for such purpose. The Indenture Trustee assumes no responsibility whatsoever as to the advisability of purchasing the Notes or any portion thereof.

(v) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or any other Transaction Document, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture or any other Transaction Document, unless such Holders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby.

(w) If the Indenture Trustee believes inconsistent alternative courses of action are permitted or required by the terms of this Indenture or any of the Transaction Documents, to which the Indenture Trustee is a party, believes that the terms of the Indenture or any of the Transaction Documents, to which the Indenture Trustee is a party are ambiguous, or is unsure as to the application, intent, interpretation or meaning of any provision of this Indenture or any other Transaction Document to which it is a party, the Indenture Trustee after reasonable diligence and consultation with counsel, shall take such action which, in its view, is in the best interest of the Holders and consistent with this Indenture unless it otherwise receives written direction from the Required Holders prior to such action, and notwithstanding any provision of this Indenture or any Transaction Document, or otherwise, the Indenture Trustee shall have no liability to any Person for any such action or following such direction.

(x) The receipt by the Indenture Trustee of any reports, information or other documents that are provided to the Indenture Trustee for purposes of enabling the sending party to comply with its document delivery requirements hereunder shall not constitute constructive or actual notice of any information contained therein or determinable from any information contained therein, including any other Person’s compliance with any of its covenants, representations or warranties hereunder, unless otherwise specifically set forth in this Indenture.

(y) The parties hereto hereby agree that to the extent that any security or instrument issued by the Issuer is rated by a nationally recognized statistical rating organization, Wilmington Trust, National Association, whether in its capacity as Indenture Trustee or any other capacity hereunder, shall have no duty or obligation to (i) maintain any password-protected web site within the meaning of 17 CFR 240.17g- 5 (a “ Site ”), or (ii) upload any information required to be maintained on such Site.

(z) The Indenture Trustee assumes no responsibility for the performance of any obligations of the Issuer or any other Person, or for the enforceability of the Transaction Documents, the Notes, or any other instruments or other documents executed or delivered in connection herewith (or the suitability or

advisability thereof for any particular purpose). The Indenture Trustee may assume performance by all such Persons of their obligations under the Transaction Documents absent written notice or actual knowledge of a Trust Officer to the contrary.

SECTION 6.03. Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. The Indenture Trustee and its affiliates have engaged, currently are engaged and may in the future engage in financial or other transactions with the Issuer and its affiliates in the Ordinary Course of Business. Any Note Registrar may do the same with like rights.

SECTION 6.04. Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any guarantee, the Notes, any Security Documents or any other Transaction Documents, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication. The Indenture Trustee shall not be charged with knowledge of any Default or Event of Default or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) a Trust Officer shall have received written notice thereof in accordance with Section 10.01 hereof from the Issuer or any Holder.

SECTION 6.05. Reserved.

SECTION 6.06. Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services as set forth in a separate instrument. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify, protect, defend and hold harmless the Indenture Trustee, and each of its officers, directors, shareholders, employees and agents (collectively, the “ Indemnified Persons ”) against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred by such Person or in connection with the acceptance or administration of this trust and the performance of its duties hereunder and under any other Transaction Document, including, without limitation, the costs and expenses of (i) enforcing this Indenture or any other Transaction Document against the Issuer (including this Section 6.06), (ii) indemnifying, defending, holding harmless or otherwise reimbursing any party to any Account Control Agreement pursuant to the terms thereof and (iii) defending itself against or investigating any claim (whether asserted by the Issuer, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Indenture Trustee. The Indenture Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof (such notice, the “ Claim Notice ”); provided , however , that any failure so to notify the Issuer shall not relieve the Issuer of its indemnity obligations hereunder.

The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct, gross negligence or bad faith.

To secure the Issuer’s payment obligations in this Section 6.06, the Indenture Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Indenture Trustee other than money or property held in trust to pay principal of and interest on particular Notes.

The Issuer’s payment obligations pursuant to this Section 6.06 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Indenture Trustee. Without prejudice to any other rights available to the Indenture Trustee under applicable law, when the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(f) or Section 5.01(g) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

The Issuer may assume the defense of such proceeding, with a nationally recognized (or regionally recognized, if local counsel is necessary in such jurisdiction) counsel of its choosing, by delivering written notice of the Issuer’s election to do so to the Indemnified Person (the “ Selection Notice ”); provided , that, without limiting the generality of subsections (i)-(iii) of this paragraph, such counsel shall not assume the defense of any Indemnified Person if such Indemnified Person objects to the appointment of such counsel within a commercially reasonable time period after its receipt of the Selection Notice. The parties hereto hereby agree that for purposes of the proviso immediately preceding this sentence, a “ commercially reasonable time period ” shall include a minimum of fifteen (15) business days after the Indenture Trustee’s receipt of the Selection Notice. After delivery of the Selection Notice and the retention of such counsel by the Issuer without objection by the Indenture Trustee as provided in this Section 6.06 (the “ Retained Counsel ”), the Issuer shall not be liable to the Indemnified Person under this Indenture for any fees or expenses of counsel subsequently incurred by the Indemnified Person with respect to the same proceeding, provided that if (i) the employment of counsel other than the Retained Counsel has been previously authorized by the Issuer in writing with respect to the loss, liability or expense described in the Claim Notice, (ii) the Indemnified Person shall have reasonably concluded that there may be a conflict of interest between the Issuer and the Indemnified Person in the conduct of any such defense after providing prior written notice to the Issuer of the Indemnified Person’s reasonable conclusion of a conflict of interest and providing the Issuer a reasonable opportunity, and the Indemnified Person’s reasonable cooperation, to cure such conflict, if practicable, or (iii) the Issuer shall not, in fact, within a commercially reasonable amount of time after its receipt of the Claim Notice, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of the Indemnified Person’s counsel shall be borne by the Issuer in accordance with this Section 6.06. For the avoidance of doubt, the Indemnified Person shall have the right to employ their own counsel in any proceeding for which

a Claim Notice has been received by the Issuer, at the Indemnified Person’s sole cost and expense, in which event the Issuer shall have no further obligation or liability to the Indemnified Person under this Indenture for any fees or expenses of counsel subsequently incurred by the Indemnified Person with respect to such proceeding. Neither the Issuer nor the Indemnified Person will unreasonably withhold its or their consent to any proposed settlement of a claim for which it may seek indemnity pursuant to Section 6.06, provided, however, that any such consent will be without prejudice to the right of the Indemnified Person to receive indemnification hereunder.

SECTION 6.07. Replacement of Indenture Trustee. (a) The Indenture Trustee may resign at any time by so notifying the Issuer. The Required Holders may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

(i) the Indenture Trustee fails to comply with Section 6.09;

(ii) the Indenture Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv) the Indenture Trustee otherwise becomes incapable of acting.

(b) If the Indenture Trustee resigns or is removed by the Issuer or by the Required Holders and such Required Holders do not reasonably promptly appoint a successor Indenture Trustee, or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.

(c) A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Holders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee, subject to the Lien provided for in Section 6.06.

(d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee or the Holders of 10% in principal amount of the Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(e) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.07, the Issuer’s obligations under Section 6.06 shall continue for the benefit of the retiring Indenture Trustee.

SECTION 6.08. Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges with or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Indenture Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

SECTION 6.09. Eligibility; Disqualification. The Indenture Trustee (together with its Affiliates) shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition.

ARTICLE 7
SATISFACTION AND DISCHARGE

SECTION 7.01. Satisfaction and Discharge of Indenture.

(a) This Indenture shall cease to be of further effect except as to (i) any surviving rights herein expressly provided for and (ii) in the case of clause (1)(B) below, the rights of the Holders hereunder to receive payment of the Note Balance of and interest on the Notes and any other rights of the Holders hereunder, when

(1) either (A) all Notes theretofore authenticated and delivered to Holders (other than (i) Notes which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.05, and (ii) Notes for which payment of money has theretofore been deposited in trust pursuant to Section 2.08 and thereafter repaid to the Issuer) have been delivered to the Note Registrar for cancellation; or (B) all such Notes not theretofore delivered to the Note Registrar for cancellation have been paid in full;

(2) the Issuer has paid or caused to be paid all other sums payable hereunder or reasonably expected to become payable hereunder and the other Transaction Documents (including amounts associated with the termination thereof) by the Issuer hereunder and thereunder; and

(3) the Issuer has delivered to the Indenture Trustee an Officers’ Certificate stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the foregoing, the rights, privileges, protection and immunities afforded the Indenture Trustee under Article 6, the obligations of the Issuer to the Indenture Trustee under Section 6.06 shall survive satisfaction and discharge of this Indenture.

(b) Upon payment of all the outstanding Notes in full, the Indenture Trustee shall (i) deliver or cause to be delivered to the Issuer any releases or termination statements prepared by the Issuer which the Issuer reasonably requests to evidence discharge of the lien hereof as to the Trust Estate; and (ii) deliver or cause to be delivered all other items reasonably requested by the Issuer, and take all other actions reasonably requested by the Issuer, in order to cause transfer of any portion of the Collateral to the Issuer or its designee.

(c) Upon the satisfaction and discharge of this Indenture pursuant to the foregoing, the Indenture Trustee shall pay, in accordance with an Issuer Order all amounts, if any, previously received from the Issuer and not otherwise disbursed.

SECTION 7.02. Application of Trust Money.

All cash paid to the Indenture Trustee pursuant to this Indenture shall be applied by the Indenture Trustee in accordance with Section 2.08 or Section 5.10, as applicable, to pay the Persons entitled thereto, the interest, principal and other amounts payable on the Notes and to pay or reimburse the Indenture Trustee pursuant to Section 6.06.

ARTICLE 8

AMENDMENTS AND WAIVERS

SECTION 8.01. Without Consent of the Holders. The Issuer and the Indenture Trustee may amend this Indenture, the Notes or the Security Documents without notice to or consent of any Holder:

(a) to cure any ambiguity, omission, mistake, defect or inconsistency;

(b) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer;

(d) to add additional assets as Collateral to secure the Notes;

(e) to release Collateral from the Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture or the Security Documents; or

(f) to issue Additional Notes in accordance with this Indenture.

After an amendment under this Section 8.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.01.

SECTION 8.02. With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents with the written consent of the Required Holders. However, without the consent of each Holder of an outstanding Note affected, an amendment may not:

(i) reduce the amount of Notes whose Holders must consent to an amendment,

(ii) reduce the rate of or extend the time for payment of interest on any Note,

(iii) reduce the principal of or change the Maturity Date of any Note,

(iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,

(v) make any Note payable in money other than that stated in such Note,

(vi) expressly subordinate the Notes to any other Indebtedness of the Issuer,

(vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,

(viii) make any change in this Section 8.02, or

(ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents.

It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

(b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

SECTION 8.03. Revocation and Effect of Consents and Waivers.

(a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Indenture Trustee receives the notice of revocation before the date on which the Indenture Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite principal amount of Notes have consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the Indenture Trustee of consents by the Holders of the requisite principal amount of Notes, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver, (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuer and the Indenture Trustee and (iv) delivery to the Indenture Trustee of each Officers’ Certificate and Opinion of Counsel required under Section 8.05 and Article 10 hereof.

(b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding Section 8.03(a), those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

SECTION 8.04. Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuer may require the Holder of the Note to deliver it to the Indenture Trustee. The Indenture Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Indenture Trustee so determines, the Issuer in exchange for the Note shall issue and the Indenture Trustee, in accordance with an Issuer Order, shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, supplement or waiver.

SECTION 8.05. Indenture Trustee to Sign Amendments. The Indenture Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 8 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Indenture Trustee. If it does, the Indenture Trustee may but need not sign it. In signing any amendment, the Indenture Trustee shall be entitled to receive indemnity reasonably satisfactory to it and shall be provided with, and shall be fully protected in relying exclusively and conclusively upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver (i) is authorized or permitted by this Indenture, (ii) is the legal, valid and binding obligation of the Issuer, enforceable against them in accordance with its terms, subject to

customary exceptions, (iii) and has been authorized by the requisite principal amount of Notes, and (iv) complies with the provisions hereof (including Section 8.03).

SECTION 8.06. Reserved.

SECTION 8.07. Additional Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one class. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article 8.

SECTION 8.08. Payment for Consent . The Issuer shall not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to consent, waiver or amendment.

ARTICLE 9

SECURITY DOCUMENTS

SECTION 9.01. Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents.

The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in

this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein.

The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

SECTION 9.02. Recording and Opinions.

(a) The Issuer shall, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

(b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

SECTION 9.03. Release of Collateral. (a) Subject to 8.01 and Section 8.02 hereof, the Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents or as provided hereby. The Issuer will be entitled to a release of assets included in the Collateral from the Liens securing the Notes, and the Indenture Trustee shall release the same from such Liens at the Issuer’s sole cost and expense, under one or more of the following circumstances:

(i) to enable the Issuer or any Subsidiary to sell, exchange or otherwise dispose of any of the Collateral to the extent permitted by this Indenture and each other Security Document; or

(ii) pursuant to an amendment or waiver in accordance with Article 8 of this Indenture.

Upon receipt of an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that all conditions precedent under this Indenture and the Security Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release have been prepared by the Issuer, the Indenture Trustee shall execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture and the Security Documents

(c) At any time when an Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise), no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders.

SECTION 9.04. Permitted Releases Not To Impair Lien. The release of any Collateral from the terms hereof and of the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral or Liens are released pursuant to the applicable Security Documents and the terms of this Article 9. Each of the Holders acknowledges that a release of Collateral or a Lien in accordance with the terms of the Security Documents and of this Article 9 will not be deemed for any purpose to be in contravention of the terms of this Indenture.

SECTION 9.05. Suits To Protect the Collateral. Subject to the provisions of Article 6 hereof, the Indenture Trustee in its sole discretion and without the consent of the Holders, on behalf of the Holders, may take all actions it deems necessary or appropriate in order to:

(a) enforce any of the terms of the Security Documents; and

(b) collect and receive any and all amounts payable in respect of the Secured Obligations of the Issuer hereunder.

Subject to the provisions of the Security Documents, the Indenture Trustee shall have power (but not the obligation) to institute and to maintain such suits and proceedings as it may

deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Indenture Trustee, in its sole discretion, may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Lien on the Collateral or be prejudicial to the interests of the Holders or the Indenture Trustee).

SECTION 9.06. Authorization of Receipt of Funds by the Indenture Trustee Under the Security Documents. The Indenture Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

SECTION 9.07. Purchaser Protected. In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Indenture Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article 9 to be sold be under any obligation to ascertain or inquire into the authority of the Issuer to make any such sale or other transfer.

SECTION 9.08. Powers Exercisable by Receiver or Indenture Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 9 upon the Issuer with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or of any officer or officers thereof required by the provisions of this Article 9; and if the Indenture Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Indenture Trustee.

SECTION 9.09. Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article 7, the Indenture Trustee shall deliver to the Issuer a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery of such notice, the Indenture Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the Holders and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

SECTION 9.10. Pari Passu Security Interests; Concerning Collateral in Control or Possession. Notwithstanding the date, manner or order of perfection of the security interests and Liens granted to the Indenture Trustee or the Existing Nots Trustee, and notwithstanding whether the Indenture Trustee or Existing Notes Trustee has possession of all or any part of the Collateral, the security interests and Liens granted to Holders hereunder and under the Security Documents in the Collateral in all respects shall rank pari passu with the security interests and Liens granted by Company under the Existing Indenture and the other Existing Note Documents. Neither Indenture Trustee or Existing Notes Trustee shall have priority of payment over or be subordinate to the other and the proceeds of any foreclosure or enforcement action on or against any of such Collateral shall be shared on a pro rata basis in accordance with the respective principal amounts of the Notes and the Existing Notes outstanding. In the event of any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each case whether under the bankruptcy code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law, involving the Company: each of Indenture Trustee and Existing Notes Trustee (x) shall share and be equal in priority and rights with the other, neither shall have priority of payment over or be subordinate to the other; (y) shall share any distributions or proceeds of such actions or proceedings on a pro rata basis in accordance with the respective principal amounts of the Notes and the Existing Notes outstanding; and (z) agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of any portion of the Company’s obligations to the other or any Liens and security interests securing any portion of the Company’s obligations to the other. In the event that either Indenture Trustee or any Holder takes possession of or has “control” (as such term is used in the Uniform Commerical Code as in effect in each applicable jurisdiction) over any certificated securities or other Collateral for purposes of perfecting its Liens and security interests therein, Indenture Trustee or such Holder shall be deemed to be holding such Collateral also as representative for the Existing Note Trustee and the Existing Note Holders, solely for purposes of perfection of Existing Note Trustee’s Liens and security interests under the Uniform Commercial Code; provided that Indenture Trustee and Holders shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Existing Note Trustee or Existing Note Holders. It is understood and agreed that this Section 9.10 is intended solely to assure continuous perfection of the Liens and security interests granted under the Existing Security Documents, and nothing in this Section 9.10 shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Indenture. The duties of Indenture Trustee and Holders under this Section 9.10 shall be mechanical and administrative in nature, and Indenture Trustee and Holders shall not have, or be deemed to have, by reason of this Section 9.10 or otherwise a fiduciary relationship in respect of the Existing Notes Trustee or Existing Note Holders. Indenture Trustee shall use commercially reasonable efforts to enter into, no later than [ ] days following the Initial Issue Date, Deposit Account Control Agreements which shall be in form and substance reasonably satisfactory to Indenture Trustee and the Existing Notes Trustee.

ARTICLE 10

MISCELLANEOUS

SECTION 10.01. Notices. (a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile, via overnight courier or via first-class mail addressed as follows:

if to the Issuer:

Emergent Capital, Inc.

5355 Town Center Road, Suite 701

Boca Raton, FL 33486

Attention of: Office of the General Counsel

Facsimile: (561) 995-4207

Telephone: (561) 995-4206

if to the Indenture Trustee:

Wilmington Trust, N.A., as Indenture Trustee

300 Park Street, Suite 390

Birmingham, Michigan 48009

Attention: Capital Markets Insurance Services

Facsimile: (248) 723-5424

Telephone: (248) 723-5422

E-mail: SpecializedInsurance@wilmingtontrust.com

The Issuer or the Indenture Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

(b) Any notice or communication mailed to a Holder shall be mailed, first class mail, to the Holder at the Holder’s address as it appears on the registration books of the Note Registrar and shall be sufficiently given if so mailed within the time prescribed.

(c) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Indenture Trustee are effective only if received.

SECTION 10.02. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Indenture Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Indenture Trustee at the request of the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Indenture Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and the Indenture Trustee shall be fully protected in relying exclusively and conclusively upon such Officers’ Certificate and Opinion of Counsel in taking or refraining from taking any action.

SECTION 10.03. Statements Required in Certificate. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(a) a statement that the individual making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

SECTION 10.04. When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by or on behalf of the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Indenture Trustee shall be protected in relying on any such direction, waiver or consent, only Notes with respect to which the Indenture Trustee has actual knowledge are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. On the Initial Issue Date and on any Additional Issue Date, the Issuer shall identify in writing to the Indenture Trustee which, if any, Notes are owned by or on behalf of the Issuer.

SECTION 10.05. Rules by Indenture Trustee and Note Registrar. The Indenture Trustee may make reasonable rules for action by or a meeting of the Holders. The Note Registrar may make reasonable rules for their functions.

SECTION 10.06. Legal Holidays. If a Payment Date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such Payment Date if it were a Business Day for the intervening period. If a Record Date is not a Business Day, the Record Date shall not be affected.

SECTION 10.07. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY. THIS INDENTURE, THE SECURITIES, THE SECURITY DOCUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THE RELATIONSHIP OF THE PARTIES HERETO AND THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES

OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) EXCEPT TO THE EXTENT THAT LOCAL LAW GOVERNS THE CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF SECURITY INTERESTS. The Issuer the Indenture Trustee, and, by its acceptance of a Note, each Holder (and holder of beneficial interests in a Note) hereby submit to the non-exclusive jurisdiction of the federal and state courts of competent jurisdiction in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Indenture or the transactions contemplated hereby.

SECTION 10.08. Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Indenture Trustee in this Indenture shall bind its successors.

SECTION 10.09. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

SECTION 10.10. Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 10.11. Indenture Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.

SECTION 10.12. Severability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

	EMERGENT CAPITAL, INC.


	By:
	Name:
	Title:

[ Indenture Signature Page ]

	WILMINGTON TRUST, NATIONAL
	ASSOCIATION, as Indenture Trustee


	By:
		Name:
		Title:

Schedule 1.01(A)

Pledged Deposit Accounts

Schedule 1.01(B)

Pledged Subsidiaries

Company Name	Jurisdiction of Organization	Organizational Identification Number	Federal Identification Number

Red Reef Alternative Investments, LLC*	Delaware

OLIPP IV, LLC*	Delaware

Blue Heron Designated Activity Company*	Ireland

*65% Pledge

Exhibit D

Form of Senior Note Purchase Agreement

(Attached)

NOTE PURCHASE AGREEMENT

among

[ ]

and

THE SELLERS REFERRED TO HEREIN

, 2017

TABLE OF CONTENTS

			Page

ARTICLE I		DEFINITIONS	1

1.1	Definitions		1

ARTICLE II		PURCHASE AND SALE	4

2.1	Agreement to Sell and Purchase		4

2.2	Closing		4

2.3	Deliveries		5

2.4	Closing Conditions		5

ARTICLE III		REPRESENTATIONS AND WARRANTIES	6

3.1	Representations and Warranties of the Investor		6

3.2	Representations and Warranties of the Sellers		8

ARTICLE IV		InDEMNIFICATION	9

4.1	Indemnification of Purchasers		9

4.2	Limitations on Indemnification		10

4.3	Procedures		10

ARTICLE V		MISCELLANEOUS	11

5.1	Termination		11

5.2	Fees and Expenses		12

5.3	Entire Agreement		12

5.4	Notices		12

5.5	Amendments; Waivers		13

5.6	Headings		13

5.7	Successors and Assigns		13

5.8	No Third-Party Beneficiaries		13

5.9	Governing Law		13

5.10	Survival		14

5.11	Execution		14

5.12	Severability		14

5.13	Remedies		14

5.14	Independent Nature of Sellers’ Obligations and Rights		14

5.15	Construction		15

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “ Agreement ”) is dated as of , 2017, by and among , a (the “ Investor ”), and each seller listed on Schedule 1 attached hereto (each, including its successors and assigns, a “ Seller ” and collectively the “ Sellers ”).

WHEREAS, Emergent Capital, Inc., a Florida corporation (the “ Company ”), has issued $30,000,000 in aggregate principal amount of 15% Senior Secured Notes due 2018 (the “ Existing Senior No tes”); and

WHEREAS, the Company has undertaken an exchange offer (the “ Exchange Offer ”) for the Existing Senior Notes to be exchanged for new 8.5% Senior Notes due 2021 in the aggregate principal amount of $ (the “ Senior Notes ”); and

WHEREAS, upon the consummation of the Exchange Offer, each Seller shall be a holder of the principal amount of Senior Notes as set forth opposite such Seller’s name on Schedule 1 ; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Investor desires to purchase from each Seller, and each Seller, severally and not jointly, desires to sell to the Investor, the principal amount of Senior Notes set forth opposite such Seller’s name on Schedule 1 (collectively, the “ Notes ”), as more fully described in this Agreement.

ARTICLE I DEFINITIONS

1.1 Definitio ns. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

“ Affiliate ” means, in respect of any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, the first Person. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

“ Applicable Law ” means, with respect to any Person, all provisions of Law that apply to such Person and such Person’s activities, assets and property.

“ Claim ” shall have the meaning ascribed to such term in Section 4.3.

“ Claim Notice ” shall have the meaning ascribed to such term in Section 4.3.

“ Closing ” means the closing of the purchase and sale of the Notes pursuant to Section 2.2.

“ Closing Date ” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and (x) all conditions precedent to (i) the Investor’s obligations to pay the Purchase Price and (ii) the Sellers’ obligations to deliver the Notes have been satisfied or waived and (y) the required conditions, actions, deliveries and approvals set forth in Article II of the Master Transaction Agreement have been met, completed, made and obtained, as appropriate, or waived, by the relevant party thereunder.

“ Contemplated Transactio ns” means the Transactions as that term is defined in the Master Transaction Agreement.

“ Contract ” means any written or oral contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, commitment or other arrangement or agreement.

“ Equitable Exceptio ns” means, with respect to the enforceability of any obligation, that such obligation is subject to (a) applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of creditors or other similar state or federal laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance or transfer laws) and judicially developed doctrines in this area, such as equitable subordination and substantive consolidation of entities and (b) equitable principles (whether considered in a proceeding in equity or at law).

“ Existing Senior Notes ” shall have the meaning ascribed to such term in the Recitals.

“ Exchange Offer ” shall have the meaning ascribed to such term in the Recitals.

“ Indebtedness ” means Indebtedness as that term is defined in the Master Transaction Agreement.

“ Indemnified Party ” shall have the meaning ascribed to such term in Section 4.1.

“ Indemnifying Party ” shall have the meaning ascribed to such term in Section 4.1.

“ Indenture ” means the Indenture dated as of March 11, 2016 between Emergent and the Trustee pursuant to which the Senior Notes were issued.

“ Investor ” shall have the meaning ascribed to such term in the Recitals.

“ Losses ” shall have the meaning ascribed to such term in Section 4.1.

“ Master Transaction Agreement ” means one or more Master Transaction Agreement(s) dated as of March [ ], 2017 among the Company, PJC Investments, LLC and the applicable Consenting Convertible Note Holders (as defined therein) party thereto.

“ Material Adverse Effect ” means Material Adverse Effect as that term is defined in the Master Transaction Agreement.

“ Note Registrar ” shall have the meaning ascribed to such term in the Indenture.

“ Permit ” means any consent, franchise, license, approval, authorization, registration, certificate, certification or permit issued or granted by any Governmental Authority.

“ Perso n” means any individual, partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company or other entity

“ Purchase Price ” shall have the meaning ascribed to such term in Section 2.1.

“ SE C” means the Securities and Exchange Commission.

“ SEC Reports ” means all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information

incorporated by reference) required to be filed or furnished by the Company with or to the SEC since January 1, 2011.

“ Seller ” and “ Sellers ” shall have the meaning ascribed to such terms in the Recitals.

“ Senior Notes ” shall have the meaning ascribed to such term in the Recitals.

“ Trading Day ” means a day on which the primary Trading Market of the Common Stock is open for trading.

“ Transaction Documents ” means the Transaction Documents as that term is defined in the Master Transaction Agreement.

“ Transferee Certificate ” means a certificate substantially in the form of Exhibit B- 2 annexed to the Indenture.

“ Transferor Certificate ” means a certificate substantially in the form of Exhibit B- 1 annexed to the Indenture.

“ Trustee ” means Wilmington Trust, National Association, as indenture trustee under the Indenture.

ARTICLE II PURCHASE AND SALE

2.1 Agreement to Sell and Purchase . At the Closing, the Investor will purchase from each of the Sellers, and each Seller will, severally and not jointly, sell to the Investor, the principal amount of Notes set forth opposite such Seller’s name on Schedule 1 for an aggregate purchase price set forth opposite such Purchaser’s name on Schedule 1 ; provided , however , that (i) the Investor shall purchase and the Sellers shall sell all of the Senior Notes held by such Sellers and (ii) the Investor shall purchase Senior Notes with an aggregate principal amount of at least $15,000,000. The purchase price for the Notes shall be equal to the face amount of each Note plus accrued and unpaid interest thereon (the “ Purchase Price ”).

2.2 Closing . On the Closing Date, the Investor shall deliver to each Seller via wire transfer to the account as specified in writing by such Seller immediately available funds equal to its Purchase Price as set forth on Schedule 1 and each Seller shall deliver to the Investor its respective Notes and the other items set forth in Section 2.3 issuable at the Closing. Upon satisfaction of the conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, or such other location as the parties shall mutually agree.

2.3 Deliveries .

(a) On the Closing Date, each Seller shall deliver or cause to be delivered to the Trustee and Note Registrar pursuant to the terms of the Indenture, each of the following:

(i) the certificated Notes being sold by such Seller, as set forth on Schedule 1 ;

(ii) an executed Transferor Certificate relating to the transfer of the Notes to the Investor;

(iii) such other documents as the Note Registrar or Trustee may require in connection with the transfer of such Notes; and

(iv) such other documents relating to the transactions contemplated by the Transaction Documents as the Investor or its counsel may reasonably request.

(b) On the Closing Date, the Investor shall deliver or cause to be delivered to the Trustee and Note Registrar or to each Seller, as noted, the following:

(i) such Seller’s Purchase Price by wire transfer to the account as specified in writing by such Seller;

(ii) an executed Transferee Certificate relating to the transfer of the Notes to the Note Registrar or Trustee;

(iii) such other documents as the Note Registrar or Trustee may require in connection with the transfer of such Notes; and

(iv) such other documents relating to the transactions contemplated by the Transaction Documents as such Seller or its counsel may reasonably request.

2.4 Closing Conditions .

(a) The obligations of the Investor hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Sellers contained herein;

(ii) all obligations, covenants and agreements of the Sellers required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Sellers of the items set forth in Section 2.3(b) of this Agreement; and

(iv) the consummation of the Contemplated Transactions is occurring contemporaneously with the Closing.

(b) The respective obligations of each Seller hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Investor contained herein;

(ii) all obligations, covenants and agreements of the Investor required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Investor of the items required to be delivered to such Seller set forth in Section 2.3(a) of this Agreement;

(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v) the consummation of the Contemplated Transactions is occurring contemporaneously with the Closing.

ARTICLE III REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Investor . The Investor hereby represents and warrants as of the date hereof and as of the Closing Date to each Seller as follows:

Applicable Law; (ii) the organizational documents of the Investor; or (iii) any Contract to which the Investor is a party in connection with the execution and delivery by it of this Agreement and the other Transaction Documents to which it is or shall become a party and the consummation of the transactions contemplated herein and therein.

(d) No Conflicts . Neither the execution, delivery or performance by the Investor of the Transaction Documents to which it is or shall be a party, nor the consummation by such Seller of the Contemplated Transactions herein or therein, does or shall violate, conflict with, breach or constitute a default under, or shall violate, conflict with, breach or constitute a default under (in each case, with or without the giving of notice, the lapse of time or both) any of the provisions of: (i) any of the organizational documents of such Seller; (ii) any Contract; (iii) any Applicable Law; or (iv) any Permit or Order or judgment applicable to the Investor.

(e) All Necessary Consents . Neither the execution, delivery or performance by the Investor of this Agreement and the other Transaction Documents to which it is or shall be a party, nor the consummation by the Investor of the transactions contemplated herein or therein, does or will: (i) require the Investor to obtain or make any consent, waiver, approval, authorization, Order or Permit of, declaration, filing or registration with, other action by, or notification to, any Governmental Authority or other authority of any kind; or (ii) require the consent, waiver, approval, authorization, notification or action of, by or to (as applicable) any other Person pursuant to the terms and conditions of any Contract in order to avoid any breach, default, violation, termination, modification or prepayment thereunder and to avoid the acceleration or cancellation of any rights or obligations thereunder.

(f) Brokers . No broker, finder, investment banker or other Person has been engaged by the Investor that is entitled to any brokerage, finder’s or other fee or commission from the Investor in connection with the transactions contemplated herein.

(g) Access to Informatio n. The Investor acknowledges that it has reviewed the SEC Reports and the Transaction Documents and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of investing in the Notes; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospectus sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Notes. Neither such inquiries nor any other investigation conducted by or on behalf of the Investor or its representatives or counsel shall modify, amend or affect the Investor’s right to rely on the truth, accuracy and completeness of the SEC Reports and the Transaction Documents, and the Company’s representations and warranties contained in the Transaction Documents.

Each of the Sellers acknowledges and agrees that the Investor has not made any representations or warranties with respect to the Contemplated Transactions other than those specifically set forth in this Section 3.1.

3.2 Representations and Warranties of the Sellers .

Each Seller, for itself and no other Purchaser, hereby severally represents and warrants as of the date hereof and as of the Closing Date to the Investor as follows:

(a) Existence; Good Standing . If an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

(b) Authority; Enforceability . If an entity, it has the requisite corporate or other entity (as applicable) power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or shall be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herein and therein. If an entity, the execution and delivery by it of this Agreement and the other Transaction Documents to which it is or shall be a party, the performance of its obligations hereunder and thereunder, and the consummation by it of the transactions contemplated herein and therein have been duly authorized by all requisite corporate or other entity (as applicable) action on its part and no other corporate or other entity (as applicable) authorization or proceedings on its part is required therefor. This Agreement and each other Transaction Document to which it is or shall be a party has been or shall be duly executed and delivered by it, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties hereto and thereto, each constitutes or shall constitute the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms, except for the Equitable Exceptions.

(c) Approvals . If an entity, no notices are required to be delivered to, and no approvals and consents are required to be obtained from, the board of directors (or similar governing body, as applicable) or stockholders or equity holders of such Seller under: (i) Applicable Law; (ii) the organizational documents of such Seller; or (iii) any Contract to which such Seller is a party in connection with the execution and delivery by it of this Agreement and the other Transaction Documents to which it is or shall become a party and the consummation of the transactions contemplated herein and therein.

(d) No Conflicts . Neither the execution, delivery or performance by such Seller of the Transaction Documents to which it is or shall be a party, nor the consummation by such Seller of the Contemplated Transactions herein or therein, does or shall violate, conflict with, breach or constitute a default under, or shall violate, conflict with, breach or constitute a default under (in each case, with or without the giving of notice, the lapse of time or both) any of the provisions of: (i) any of the organizational documents of such Seller; (ii) any Contract; (iii) any Applicable Law; or (iv) any Permit or Order or judgment applicable to such Seller.

(e) All Necessary Consents . Neither the execution, delivery or performance by such Seller of this Agreement and the other Transaction Documents to which it is or shall be a party, nor the consummation by such Seller of the transactions contemplated herein or therein, does or will: (i) require such Seller to obtain or make any consent, waiver, approval, authorization, Order or Permit of, declaration, filing or registration with, other action by, or notification to, any Governmental Authority or other authority of any kind; or (ii) require the consent, waiver, approval, authorization, notification or action of, by or to (as applicable) any other Person pursuant to the terms and conditions of any Contract in order to avoid any breach, default, violation, termination, modification or prepayment thereunder and to avoid the acceleration or cancellation of any rights or obligations thereunder.

(f) Good Title . Seller owns, beneficially and of record, good and marketable title to Notes being sold pursuant to this Agreement, free and clear of any taxes or encumbrances; and at the Closing, the Seller will convey to the Investor good and marketable title to such Notes, free and clear of any security interests, liens, adverse claims, taxes or encumbrances.

(g) Brokers . No broker, finder, investment banker or other Person has been engaged by such Seller that is entitled to any brokerage, finder’s or other fee or commission from such Seller in connection with the transactions contemplated herein.

The Investor acknowledges and agrees that each Seller does not make or has not made any representations or warranties with respect to the Contemplated Transactions hereby other than those specifically set forth in this Section 3.2.

ARTICLE IV INDEMNIFICATION

4.1 Indemnification of Purchasers . Subject to the provisions of this Section 4.1, each Seller, severally and not jointly, will indemnify and hold the Investor and each of its respective officers, directors, Affiliates, agents and employees (each, an “ Indemnified Party ”) harmless from any and all out-of-pocket loss, Liability, claim, charge, assessed interest, judgment, fine, penalty, damage, fee or expense (including reasonable legal, consultant, accounting and other professional fees and expenses and including any mitigation cost and any cost of determining that there has been a breach under this Agreement or any other Transaction Document) (collectively, “ Losses ”) incurred by such Indemnified Party resulting from (a) any breach of any representation and warranty of any Seller or Sellers (hereinafter referred to singly or collectively, as appropriate, as the “ Indemnifying Party ”) contained in this Agreement or in any other Transaction Document or (b) any failure by the Indemnifying Party to perform any covenant or agreement hereunder, under any other Transaction Document or under any agreement contemplated hereby or thereby (unless such action is based upon a breach of the Investor’s representations, warranties or covenants under this Agreement or any violations by the Investor of state or federal securities laws or any conduct by the Investor which constitutes fraud, gross negligence, willful misconduct or malfeasance). For purposes of determining the amount of Losses incurred with respect to a breach of any representation or warranty contained in this Agreement, any other Transaction Document or any certificate delivered pursuant to this Agreement or any other Transaction Document, each such representation or warranty shall be

read without reference to “materiality” or “Material Adverse Effect” qualifier. The Indemnified Parties shall be third party beneficiaries of this Section 4.1, each of whom may enforce the provisions of this Section 4.1.

4.2 Limitations on Indemnificatio n. In no event shall any Indemnified Party be entitled to double recovery hereunder. If any circumstance constitutes a breach of more than one representation, warranty or covenant, the Indemnified Party(ies) shall only be entitled to recover once in respect of such circumstance. The right to indemnification, recovery of Losses or any other remedy shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or any other Transaction Document or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant or agreement made by the Indemnifying Party, or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, shall not affect the right to indemnification, recovery of Losses or any other remedy based on any such representation, warranty, covenant or agreement. No Indemnified Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order. In no event shall the liability of a Seller be greater in amount than the dollar amount of the proceeds received by such Seller upon the sale of such Seller’s Notes to the Investor pursuant to this Agreement.

4.3 Procedures . If any action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement, the Indemnified Party shall promptly cause written notice (the “Third Party Notice”) of the assertion of such Legal Proceeding to be forwarded to the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, by providing written notice to the Indemnified Party, to (i) take control of the defense and investigation of such Legal Proceeding, (ii) employ and engage attorneys of its own choice (subject to the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed) to handle and defend the same, at the Indemnifying Party’s sole cost, risk and expense and (iii) compromise or settle such Legal Proceeding, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party; provided, that such consent shall not be required if such settlement (x) includes an unconditional release of the Indemnified Party, (y) otherwise provides solely for payment of monetary damages for which the Indemnifying Party shall be responsible and no other form of relief or penalty, (y) shall not increase the tax liability of the Indemnified Party for any taxable year or other taxable period and (z) does not involve the admission of liability or wrongdoing on the part of the Indemnified Party. The Indemnified Party shall, at the Indemnifying Party’s expense, cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Legal Proceeding and any appeal arising therefrom, and the Indemnified Party may, at its own cost, monitor and further participate in the investigation, trial and defense of such Legal Proceeding and any appeal arising therefrom. Notwithstanding the Indemnifying Party’s election to assume the defense of such Legal Proceeding, the Indemnified Party shall have, upon giving prior written notice to the Indemnifying Party, the right to employ one separate counsel and to participate in the defense of such Legal Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel for the Indemnified Party if, but only if, the Indemnified Party shall have reasonably concluded in good faith that (x) an actual or potential conflict of interest

(including one or more legal defenses or counterclaims available to it or to other Indemnified Parties that are different from or additional to those available to the Indemnifying Party) makes it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with the advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party or (y) the claim seeks nonmonetary relief which, if granted, could materially and adversely affect the Indemnified Party or its Affiliates. If the Indemnifying Party elects not to defend against such Legal Proceeding, does not, within fifteen (15) days after receipt of the Third Party Notice (or such earlier date, if the failure to assume the defense by such earlier date would materially impair the ability of the indemnified party to defend such Legal Proceeding), acknowledge in writing its intent to assume the defense of such Legal Proceeding pursuant to this Section 4.3, contests its obligation to indemnify the Indemnified Party in connection with such Legal Proceeding, or fails to defend against such Legal Proceeding with reasonable diligence, the Indemnified Party may defend against such Legal Proceeding, in which cases the costs of defending such Legal Proceeding shall constitute indemnifiable Losses under this Article IV, and the Indemnifying Party shall have the right to participate therein at its own cost. If the Indemnified Party defends any Legal Proceeding, then it shall keep the Indemnifying Party regularly apprised of the status of the Legal Proceeding and the Indemnifying Party shall reimburse the Indemnified Party for the reasonable expenses of counsel engaged by the Indemnified Party to defend such Legal Proceeding upon submission of periodic bills unless (A) the Indemnifying Party is asserting in good faith a bona fide contest to its obligation to indemnify the Indemnified Party and (B) the Indemnifying Party deposits in escrow in a manner and with an escrow agent reasonably satisfactory to such Indemnified Party all amounts that would have been payable to such Indemnified Party under this sentence in the absence of such a contest as and when such amounts would have been payable. In no event shall the Indemnified Party be entitled to compromise or settle any Legal Proceeding without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. If a claim for Losses (a “ Claim ”) is to be made by any Indemnified Party not in connection with a Legal Proceeding instituted by a third party, such Indemnified Party shall give written notice (a “ Claim Notice ”) to the Indemnifying Party reasonably promptly after such Indemnified Party becomes aware of any fact, condition or event giving rise to Losses for which indemnification may be sought under this Section 4.3. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the Claim described in such Claim Notice, the Losses identified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Legal Proceeding hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and, unless the Indemnifying Party in good faith disputes any such amounts, the Indemnifying Party shall promptly pay such amounts.

ARTICLE V MISCELLANEOUS

5.1 Terminatio n. This Agreement may be terminated by (i) the Investor or (ii) any Seller, as to such Seller’s obligations hereunder only and without any effect whatsoever on the obligations between the Investor and the other Sellers, in either case by written notice to the

other parties, if the Closing has not been consummated on or before August 31, 2017; provided , however , that no such termination will affect the right of any party to sue for any breach by the other party (or parties).

5.3 Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

if to the Investor, to:

Attention:

Facsimile: ( ) -

Email:

with a copy (which shall not constitute notice) to:

Kelley Drye & Warren LLP
101 Park Avenue

New York, New York 10178
Attention: Jack Miles
Facsimile: (212) 808-7897
Email: jmiles@kelleydrye.com

if to a Seller, at its address as set forth on its signature page.

5.6 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. All references in this Agreement to Sections, Schedules or Exhibits, unless otherwise expressed or indicated are to the Sections, Schedules or Exhibits of this Agreement.

5.7 Successors and Assign s. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Investor may assign any or all of its rights under this Agreement to any Person to whom the Investor assigns or transfers any Notes, provided such transferee agrees in a writing reasonably satisfactory to the Company to be bound, with respect to the transferred Shares, by the provisions hereof that apply to the “ Investor ”.

shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.10 Survival . The representations, warranties, covenants and other agreements contained herein shall survive the Closing and the delivery of the Notes as applicable for the applicable statute of limitations. Each Seller shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

5.13 Remedies . In addition to being entitled to exercise all rights and remedies provided herein or granted by Law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.14 Independent Nature of Sellers’ Obligations and Rights . The obligations of each Seller under any Transaction Document are several and not joint with the obligations of any other Seller, and no Seller shall be responsible in any way for the performance of the obligations of any other Seller under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Seller pursuant thereto, shall be deemed to constitute the Sellers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Sellers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.

Each Seller shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Seller to be joined as an additional party in any proceeding for such purpose. Each Seller has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents.

5.15 Constructio n. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

INVESTOR:	[NAME]


	By:
		Name:
		Title:

[Signature Page to Note Purchase Agreement]

SELLER:	[NAME]


	By:
		Name:
		Title:

Address:


	Attention:
	Facsimile: ( ) -
	Email:

Copies of notices to be sent to:




	Attention:
	Facsimile: ( ) -
	Email:

[Signature Page to Note Purchase Agreement]

SCHEDULE 1

SELLERS

Seller	Principal Amount of Senior Notes	Principal Amount of Notes	Aggregate Purchase Price
	$	$	$

Exhibit E

Form of Warrant

(Attached)

Issue Date: , 2017

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

COMMON STOCK PURCHASE WARRANT

To Purchase 34,000,000 Shares of Common Stock of

EMERGENT CAPITAL, INC.

THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, (the “ Holder ”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, in accordance with the vesting provisions of Section 2(b) hereof and on or prior to the close of business on , 2025 (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Emergent Capital, Inc., a Florida corporation (the “ Company ”), up to 34,000,000 shares (the “ Warrant Shares ”) of the common stock, par value $0.01 per share, of the Company (the “ Common Stock ”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c). This Warrant is issued to Holder pursuant to one or more Master Transaction Agreement(s), dated as of March 15, 2017 among the Company, PJC Investments, LLC and the applicable Consenting Convertible Note Holders (as defined therein) party thereto (the “ Master Transaction Agreem ent”).

Section 1. Definitio ns. As used in this Warrant, the following terms shall have the meanings set forth below:

(a) “ Additional Shares of Common Stock ” means any shares of Common Stock issued (whether from the Company’s treasury or authorized and unissued shares of capital stock) or, as provided in Section 3(f)(i) , deemed to be issued by the Company after the date of this Warrant; provided that, notwithstanding anything to the contrary contained herein, Additional Shares of Common Stock shall not include (a) issuances of Common Stock (including any deemed issuance pursuant to Section 3(f)(i) ) that are pursuant to employee benefit plans and compensation-related arrangements approved by the Board (including any duly authorized committee thereof), (b) shares of Common Stock issuable upon the exercise, exchange or conversion of the Convertible Securities outstanding on the initial issuance date of this Warrant, including, without limitation, this Warrant and any Convertible Notes) or (c) securities issued as consideration pursuant to

acquisitions of businesses or entities by the Company or its subsidiaries approved by a majority vote of the non-employee members of the Board (but excluding any transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities).

(b) “ Affiliate ” means, in respect of any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, the first Person.

(d) “ Below Exercise Price Issuance ” shall have the meaning assigned to it in Section 3(f)(iii).

(e) “ Beneficially Own ,” “ Beneficially Owned ,” or “ Beneficial Ownership ” shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act; provided , however , that the Holder shall not be deemed to Beneficially Own any securities owned by its portfolio companies, if applicable, as long as the Holder does not directly or indirectly encourage, assist or provide any information to such portfolio company in respect of the acquisition, disposition or voting of such securities.

(f) “ Board ” means the Board of Directors of the Company.

(g) “ Cashless Exercise Ratio ” shall have the meaning assigned to it in Section 2(d).

(h) “ Common Stock ” shall have the meaning assigned to it in the recitals.

(i) “ Company ” shall have the meaning assigned to it in the recitals.

(j) “ Convertible Note ” means an Existing Convertible Note or a New Convertible Note.

(k) “ Convertible Note Indentures ” means the Existing Convertible Note Indenture and the New Convertible Note Indenture.

(l) “ Convertible Securities ” means any debt or other evidences of indebtedness, capital stock, rights, options, warrants or other securities directly or indirectly convertible into or exercisable or exchangeable for Common Stock.

(m) “ Disposition Even t” shall have the meaning assigned to it in Section 3(d).

(n) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(o) “ Exercise Price ” shall have the meaning assigned to it in Section 2(c).

(p) “ Existing Convertible Notes ” means the Company’s 8.50% Senior Unsecured Convertible Notes due 2019 issued pursuant to the Existing Convertible Note Indenture

(q) “ Existing Convertible Note Indenture ” means the Indenture dated as of February 21, 2014 between the Company and the Convertible Note Trustee pursuant to which the Convertible Notes were issued.

(r) “ Expiration Time ” shall have the meaning assigned to it in Section 3(e)(1).

(s) “ Fair Market Value ” means the value determined (x) by the closing sale price or, if no closing sale price is reported, the last reported sale price of the Common Stock on the Trading Market on the determination date; (y) if the determination under (x) is unavailable, mutually by the Board and the Holder; or (z) if the determination under (y) is unavailable, by a nationally recognized investment bank, appraisal or accounting firm (whose fees and expenses will be paid equally by the Company and the Holder) selected by mutual agreement between the Board and the Holder.

(t) “ Gro up” shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act.

(u) “ Holder ” shall have the meaning assigned to it in the recitals.

(v) “ Master Transaction Agreement ” shall have the meaning assigned to it in the recitals.

(w) “ Maximum Voting Power ” means, at the time of determination of the Maximum Voting Power, the total number of votes which may be cast in respect of all capital stock of the Company on the applicable matter subject to the vote of the Common Stock.

(x) “ Measurement Date ” means, with respect to a transaction, the public announcement of such transaction (or, if no such public announcement is made, the date of consummation of the transaction).

(y) “ New Convertible Notes ” means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

(z) “ New Convertible Note Indenture ” shall have the meaning assigned to it in the Master Transaction Agreement.

(aa) “ Notice of Exercise ” shall have the meaning assigned to it in Section 2(a).

(bb) “ Outstanding Convertible Notes ” means the aggregate Existing Convertible Notes and New Convertible Notes outstanding immediately after the Closing as defined in the Master Transaction Agreement.

(cc) “ Perso n” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

(dd) “ Public Sale ” means (i) a sale pursuant to an effective registration statement (other than a registration statement on Form S-4, Form S-8 or any successor or other forms promulgated for similar purposes) filed under the Securities Act or (ii) a “brokers’ transaction” (as defined in Rule 144 promulgated under the Securities Act) or a “riskless principal transaction” (as defined in Rule 144 promulgated under the Securities Act).

(ee) “ Purchased Shares ” shall have the meaning assigned to it in Section 3(e).

(ff) “ Registration Rights Agreement ” shall have the meaning assigned to it in the Master Transaction Agreement.

(gg) “ Tender Expiration Date ” shall have the meaning assigned to it in Section 3(e).

(hh) “ Termination Date ” shall have the meaning assigned to it in the recitals.

(ii) “ Trading Day ” means a day on which the Common Stock is traded on the Trading Market.

(jj) “ Trading Market ” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market, the NASDAQ Global Select Market, the NASDAQ Capital Market, the OTCQX and the OTCQB (or any of their respective successors).

(kk) “ Warrant Register ” shall have the meaning assigned to it in Section 4(c).

(ll) “ Warrant Share Delivery Date ” shall have the meaning assigned to it in Section 2(e)(ii).

(mm) “ Warrant Shares ” shall have the meaning assigned to it in the recitals.

Section 2. Exercise .

(a) Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, in accordance with Section 2(b) and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the notice of exercise, in the form annexed hereto (the “ Notice of Exercise ”) (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) ; provided , however , within five Trading Days of the date said Notice of Exercise is delivered to the Company, the Holder shall have surrendered this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased in the amount and manner specified in Section 2(c).

(b) Vesting of Warrant . The Warrant Shares shall vest and become exercisable in full as follows:

(i) 14,000,000 Warrant Shares shall vest and become exercisable upon the issuance of this Warrant; and

(ii) with respect to the remaining 20,000,000 Warrant Shares that did not vest and become immediately exercisable upon the issuance of this Warrant, for each share of Common Stock that is issued upon the conversion of any Outstanding Convertible Notes into shares of Common Stock in accordance with the terms of the Existing Convertible Note Indenture or the New Convertible Note Indenture, as applicable, one of such Warrant Shares shall vest and become exercisable; provided that upon the earliest date on which at least 50% of the aggregate principal amount of the Outstanding Convertible Notes are converted into shares of Common Stock in

accordance with the terms of the Existing Convertible Note Indenture or the New Convertible Note Indenture, as applicable, all remaining Warrant Shares shall vest and become immediately exercisable.

(c) Exercise Price . The exercise price of the Common Stock under this Warrant shall be $0.25 per Warrant Share, as may be adjusted from time to time pursuant to Section 3 hereof (as applicable, the “ Exercise Price ”), and is to be paid (x) in cash by wire transfer or (y) by surrender of Warrants as set forth in Section 2(d) or by any combination of the methods specified in clauses (x) or (y) of this sentence.

(d) Cashless Exercise . In lieu of payment of the Exercise Price in cash, at the option of the Holder, as indicated on the Notice of Exercise, the Holder may demand that the Company reduce the number of Warrant Shares to be delivered to such Holder upon exercise of the Warrants then being exercised so that the Holder receives a number of Warrant Shares equal to the product of (i) the number of Warrant Shares for which such Warrant would otherwise then be nominally exercised if payment of the Exercise Price as of the date of exercise were being made in cash and (ii) the Cashless Exercise Ratio (as defined below). The Holder may use the cashless exercise option described in this Section 2(d) whether or not this Warrant is being exercised in whole or in part and whether or not the Holder elects to pay any portion of the aggregate Exercise Price in cash. “ Cashless Exercise Ratio ” means a fraction, (i) the numerator of which is the excess of the Fair Market Value per Warrant Share on the date of exercise over the Exercise Price per Warrant Share as of the date of exercise and (ii) the denominator of which is the Fair Market Value per Warrant Share on the date of exercise.

(e) Mechanics of Exercise .

(i) Authorization of Warrant Shares . The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon due exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

(ii) Delivery of Certificates Upon Exercise . Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by physical delivery to the address specified by the Holder in the Notice of Exercise, or by electronic delivery, within three Trading Days from the receipt by the Company of all of the Notices of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“ Warrant Share Delivery Date ”). This Warrant shall be deemed to have been exercised on the date the Company has received all of the Notices of Exercise, this Warrant and the full Exercise Price for the Warrant Shares being purchased upon the exercise. The Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

(iii) Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, within five Trading Days after the time of delivery of the certificate or certificates, or confirmation of electronic notation, representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iv) Right to Rescind Exercise . If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates, or confirmation of electronic notation, representing the Warrant Shares pursuant to this Section 2(e) by the second Trading Day immediately following the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(v) No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant. As to any fraction of a share of Common Stock which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

(vi) Charges, Taxes and Expenses . Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any expenses incidental thereto. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise thereof.

(vii) Closing of Bo oks. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3. Certain Adjustments .

(a) Changes in Common Stock . In the event that at any time or from time to time after the date hereof, the Company shall (i) pay a dividend or make a distribution on its Common Stock, in each case in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) increase or decrease the number of shares of Common Stock outstanding by reclassification of its Common Stock (in each case, other than a transaction to which Section 3(d) is applicable), then the number of shares of Common Stock purchasable upon exercise of this Warrant immediately after the happening of such event shall be adjusted so that, after giving effect to such adjustment, the Holder of this Warrant shall be entitled to receive the number of shares of Common Stock upon exercise that such Holder would have owned or have been entitled to receive had this Warrant been exercised

immediately prior to the happening of the events described above (or, in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor), and the Exercise Price shall be adjusted in inverse proportion. An adjustment made pursuant to this Section 3(a) shall become effective immediately after the effective date, retroactive to the record date therefor in the case of a dividend or distribution in shares of Common Stock, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

(b) Cash Dividends and Other Distributio ns. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) or Section 3(e) , (y) any rights, options, warrants or other Convertible Securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m) ), then (1) the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.

(c) Rights Issue . In the event that at any time or from time to time after the date hereof, the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or securities exchangeable for, or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Fair Market Value per share of Common Stock, the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant prior to the record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number

of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Market Value with the aggregate consideration received through the issuance of such rights, options, warrants, or other securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fraction. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities.

If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject to this Section 3(c) , the consideration allocated to each such security shall be the relative Fair Market Value thereof as compared to the other security or securities issued as such unit.

(d) Disposition Events . If any of the following events (any such event, a “ Disposition Event ”) occurs:

(i) any reclassification (other than as described in Section 3(a)) or exchange of the Common Stock;

(ii) any merger, consolidation or other combination to which the Company is a constituent party; or

(iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person;

in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or other property for their shares of Common Stock, then, as a condition precedent to such Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Disposition Event, then the Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the kind and amount of cash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable

(if other than the Company) agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder. To the extent that equity securities are received by the holders of Common Stock in connection with a Disposition Event, the portion of this Warrant that will be exercisable into such equity securities will continue to be subject to the adjustments set forth in this Section 3 . The provisions of this Section 3(d) shall similarly apply to successive Disposition Events. If this Section 3(d) applies to any event or occurrence, neither Section 3(a) nor Section 3(e) shall apply; provided , however , that this Section 3(d) shall not apply to any subdivision or combination of shares of Common Stock to which Section 3(a) is applicable.

(e) Adjustment for Certain Tender Offers or Exchange Offers . In case the Company or any of its subsidiaries shall, at any time or from time to time, while this Warrant is outstanding, distribute cash or other consideration in respect of a tender offer or an exchange offer that is treated as a “tender offer” under U.S. federal securities laws made by the Company or any subsidiary for all or any portion of the Common Stock, where the sum of the aggregate amount of such cash distributed and the aggregate Fair Market Value as of the Tender Expiration Date (as defined below) of such other consideration distributed (such sum, the “ Aggregate A mount”) expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer as of the Expiration Time (as defined below) (such tendered or exchanged shares of Common Stock, the “ Purchased Shares ”) exceeds the Fair Market Value per share of the Common Stock on the first Trading Day immediately following the last date (such last date, the “ Tender Expiration Date ”) on which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Tender Expiration Date), then, effective immediately prior to the opening of business on the second Trading Day immediately following the Tender Expiration Date:

(i) The Exercise Price shall be decreased so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the close of business on the Trading Day immediately following the Tender Expiration Date by a fraction: (i) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding as of the Expiration Time (including all Purchased Shares) and (B) the Fair Market Value per share of the Common Stock on the first Trading Day immediately following the Tender Expiration Date; and

(ii) the denominator of which is equal to the sum of (A) the Aggregate Amount and (B) the product of (I) an amount equal to (x) the number of shares of Common Stock outstanding as of the last time (the “ Expiration Time ”) at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer less (y) the Purchased Shares and (II) the Fair Market Value per share of the Common Stock on the first Trading Day immediately following the Tender Expiration Date; and (ii) The number of Warrant Shares issuable upon exercise of this Warrant will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(e)(i) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

In the event that the Company or a subsidiary is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price and number of Warrant Shares issuable shall again be adjusted to be the Exercise Price and number of Warrant Shares issuable which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 3(e) to any tender offer or exchange offer would result in an increase in the Exercise Price or reduction in the number of Warrant Shares issuable, no adjustment shall be made for such tender offer or exchange offer under this Section 3(e) .

If this Section 3(e) applies to any event, Section 3(b) shall not apply.

(f) Issuance of Additional Shares of Common Stock .

(i) Deemed Issuances of Additional Shares of Common Stock . The maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise, conversion or exchange of Convertible Securities will be deemed to be Additional Shares of Common Stock issued as of the time of the issuance of such Convertible Securities; provided , however , that:

(A) No adjustment in the Exercise Price will be made upon the subsequent issuance of shares of Common Stock upon the exercise, conversion or exchange of such Convertible Securities;

(B) To the extent that Additional Shares of Common Stock are not issued pursuant to any such Convertible Security upon the expiration or termination of an unissued, unexercised, unconverted or unexchanged Convertible Security, the Exercise Price will be readjusted to the Exercise Price that would have been in effect had such Convertible Security (to the extent outstanding immediately prior to such expiration or termination) never been issued; and

(C) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Convertible Security, excluding a change resulting from any transaction giving rise to an adjustment pursuant to Section 3(a) but including periodic or scheduled accretions or adjustments to a Convertible Security, interest and dividends paid in kind, repricings of the exercise or conversion price of such Convertible Securities or otherwise, the Exercise Price then in effect will be readjusted to the Exercise Price that would have been in effect if, on the date of issuance, such Convertible Security were exercisable, convertible or exchangeable for such changed number of shares of Common Stock.

(ii) Determination of Consideratio n. The Fair Market Value of the consideration received by the Company for the issue of any Additional Shares of Common Stock will be computed as follows:

(A) Cash and Property . Aggregate consideration consisting of cash and other property will: (x) insofar as it consists of cash, be computed at the aggregate of

cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividends; (y) insofar as it consists of property other than cash, be computed at the Fair Market Value thereof on the Measurement Date; and (z) insofar as it consists of both cash and other property, be the proportion of such consideration so received.

(B) Convertible Securities . The aggregate consideration per share received by the Company for Convertible Securities will be determined by dividing: (x) the total amount, if any, received or receivable by the Company as consideration for the issuance of such Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the full and complete exercise, conversion or exchange of such Convertible Securities, by (y) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the full and complete exercise, conversion or exchange of such Convertible Securities.

(iii) Adjustment of Exercise Price . Subject to Section 3(f)(iv) , in the event the Company shall, at any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii) , less than the Exercise Price in effect immediately prior to such issuance (a “ Below Exercise Price Issuance ”), then, effective immediately upon the date of such Below Exercise Price Issuance:

(A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and

(B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

(g) Other Events . If any event occurs as to which the foregoing provisions of this Section 3 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board, fairly and adequately protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as

shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase rights as aforesaid.

(h) Superseding Adjustment . Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f)) , if any of the foregoing shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however , that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

(i) Minimum Adjustment . The adjustments required by the preceding Sections of this Section 3 shall be made whenever and as often as any specified event requiring an adjustment pursuant to this Section 3 shall occur, except that no adjustment of the Exercise Price or the number of shares of Common Stock purchasable upon exercise of the Warrants that would otherwise be required shall be made (except in the case of a subdivision or combination of shares of Common Stock, as provided for in Section 3(a) ) unless and until such adjustment either by itself or together with all other adjustments pursuant to this Section 3 not previously made as a result of this Section 3(i) increases or decreases by at least one percent (1%) the Exercise Price or the number of shares of Common Stock purchasable upon exercise of the Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 3 and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Section 3 , fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.

(j) Other Provisions Regarding Adjustments . In the event that at any time, as a result of an adjustment made pursuant to Section 3(a) hereof, the Holder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares of capital stock so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section 3 and the provisions contained elsewhere herein with respect to Common Stock shall apply on like terms to any such other shares.

(k) Notice of Adjustment . Whenever the Exercise Price or the number of shares of Common Stock and other property, if any, purchasable upon exercise of Warrants is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of a firm of independent accountants (who may be the regular accountants employed by the Company) or the Chief Financial Officer of the Company setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a description of the basis on which the Board determined the Fair Market Value of any evidences of indebtedness, other securities or property or warrants or other subscription or purchase rights), and specifying the Exercise Price and the number of shares of Common Stock or other securities or property purchasable upon exercise of Warrants after giving effect to such adjustment.

(l) Notice of Certain Transactio ns. In the event that the Company shall resolve or agree to take any action or permit any event to occur that would require any adjustment of the number of Warrant Shares subject to this Warrant or the Exercise Price, the Company shall within five (5) Trading Days of such action or event send to the Holder, a notice of such proposed action or event, such notice to be mailed to the Holder, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such action or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action or event on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other securities or property, if any, purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment which will be required as a result of such action or event.

(m) Issuance of Additional Warrants . In connection with the declaration, issuance or consummation of any dividend, spin-off or other distribution or similar transaction by the Company of the capital stock of any of its subsidiaries, the Company shall cause (i) additional warrants of such subsidiary with, subject to clause (ii) below, substantially similar terms as the Warrants, to be issued to the Holder or one or more of its nominees so that after giving effect to such transaction the Warrants and such warrants of such subsidiary each represent the same percentage interest in the fully diluted number of common shares of such entity as the Warrants represented in the Company immediately prior to such transaction, and (ii) (A) the exercise price of the Warrants to be reduced by an amount reasonably acceptable to the Holder and the Company to reflect the value of the capital stock of the subsidiary to be dividended, spun-off or otherwise distributed and (B) the exercise price of the additional warrants of such subsidiary to be fixed in a manner reasonably acceptable to such Holder and the Company to reflect the amount by which the exercise price of the Warrants was reduced pursuant to clause (ii)(A) above, as adjusted to reflect any differences in the fully-diluted number of the shares of common stock of the Company and such subsidiary.

Section 4. Transfer of Warrant .

(a) Transferability . Subject to compliance with any applicable securities laws and the conditions set forth in Sections 5(a) and 4(d) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, but only, with respect to any transfer to a non-Affiliate of the Holder, with the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed, upon surrender of this Warrant at the principal office of the Company, together with a

written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion, if any, of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

(d) Transfer Restrictions . If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter and (iii) that the transferee provide evidence satisfactory to the Company, its reasonable discretion, that such transferee is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) promulgated under the Securities Act.

Section 5. Miscellaneo us.

(a) Title to Warrant . Prior to the Termination Date and subject to compliance with applicable laws and Section 4 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed and the legal opinion required under Section 4(d), if required by the Company. The transferee shall sign an investment letter to the Company.

(b) No Rights as Shareholder Until Exercise . This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

(c) Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(d) Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a day other than a Trading Day, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

(e) Authorized Shares . The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed or quoted.

Except as, and to the extent, waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant, including without limitation with respect to (x) the adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price and (y) maintaining the effectiveness of any

registration statement with respect to the resale of Warrant Shares pursuant to the Registration Rights Agreement.

(f) Restrictio ns. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws and will contain a restrictive legend substantially in the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

(g) Jurisdictio n. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof that would require the application of the laws of any other jurisdiction.

(h) Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company fails to comply with any provision of this Warrant the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(i) Notices . Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered to Holder at its last address as it shall appear upon the Warrant Register of the Company.

(j) Limitation of Liability . No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(k) Remedies . Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(l) Successors and Assign s. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder.

(m) Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(n) Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(o) Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by an authorized officer as of the day and year first above written.


	EMERGENT CAPITAL, INC.


	By:
		Name:
		Title:

NOTICE OF EXERCISE

1. TO: Emergent Capital, Inc.

(1) The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price in full, together with all applicable transfer taxes, if any.

(2) Payment shall be in accordance with Section 2(c) and any cash paid pursuant thereto shall take the form lawful money of the United States by wire transfer or cashier’s check drawn on a United States bank.

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:




		The Warrant Shares shall be delivered to the following:








	Name of Investor:



	Signature of Authorized Signatory of Investor:



	Name of Authorized Signatory:



	Title of Authorized Signatory:



	SSN or Tax ID of Investor:



	Date:

ASSIGNMENT FORM

· (To assign the foregoing note, execute this
form and supply required information. Do
not use this form to exercise the note.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to , whose address is .

			Dated:

			Holder’s Signature:

			Holder’s Address:


	Signature Guaranteed:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

DISCLOSURE OF SCHEDULES

MASTER TRANSACTION AGREEMENT

SCHEDULE 3.2(a)

EMERGENT EQUITY INTERESTS

As of March 7, 2017, 28,413,844 shares of Emergent Capital, Inc. common stock were issued and outstanding.(1)

(1) NTD: Date/share numbers to be updated immediately prior to closing.

SCHEDULE 3.2(b)

EMERGENT SUBSIDIARY INTERESTS

SCHEDULE 3.2(d)

OUTSTANDING EQUITY INTERESTS

Outstanding Equity Awards

*The RSUs are in respect of Emergent Capital, Inc. common stock.

First Name

Last Name

Employee
Group

Division
Code

Employee Grant
Number

Grant Name

Award
Type*

Grant Date

Awards

[*]

Miriam

Martinez

ACCOUNTING

200

0000000004711

2010 RSU_2016-06-24_RSU - AST_0.00

RSU

6/24/2016

46,000

Christopher

O’Reilly

LEGAL

900

0000000004712

2010 RSU_2016-06-24_RSU - AST_0.00

RSU

6/24/2016

46,000

David

Sasso

201

0000000004713

2010 RSU_2016-06-24_RSU - AST_0.00

RSU

6/24/2016

40,000

[*]

James

Chadwick

BOARD

06.02.16 RSU

RSU

6/2/2016

11,508

Michael

Crow

BOARD

06.02.16 RSU

RSU

6/2/2016

8,056

Andres

Dakos

BOARD

06.02.16 RSU

RSU

6/2/2016

11,508

Richard

Dayan

BOARD

06.02.16 RSU

RSU

6/2/2016

11,508

Philip

Goldstein

BOARD

06.02.16 RSU

RSU

6/2/2016

11,508

Gerald

Hellerman

BOARD

06.02.16 RSU

RSU

6/2/2016

7,672

Total

261,760

SCHEDULE 3.2(g)

EMERGENT PREEMPTIVE RIGHTS

[NONE]

SCHEDULE 3.2(h)

EMERGENT REGISTRATION RIGHTS

[NONE]

SCHEDULE 3.6

LITIGATION ORDERS

1. Imperial Premium Finance, LLC v. Sun Life Assurance Co. of Canada (U.S.), No. 17-10189 (11 th Cir.).

See SEC Documents.

2. Sun Life Assurance Co. of Canada v. Imperial Holdings, Inc., No. No. 17-10415) (11 th Cir.).

See SEC Documents.

3. Wilmington Trust, N.A., v. Estate of Louis O. Gonzalez, et al. , No. 15-cv-23370-UU (S.D. Fla.).

Insured’s family challenged Wilmington Trust’s (on behalf of White Eagle) right to receive policy benefits. Wilmington Trust prevailed on summary judgement and was awarded full policy benefits, with interest. The amount of damages to be paid to Wilmington Trust is still being litigated.

4. In Re: Estate of Louis O. Gonzalez , No. 15-3086 (Miami-Dade Cir. Ct. — Probate Div.).

Proceeding initiated in connection with damages owed to Wilmington Trust, on behalf of White Eagle in federal court action.

5. The Travelers Indemnity Co., et al. v. Paris & Chaiken, PLLC, et al ., No. 654048/2015 (N.Y. Sup. Ct.).

On December 4, 2015, Travelers filed a complaint in New York state court, naming several structured settlement companies, including the Company and a wholly owned subsidiary, Washington Square Financial, LLC, and the law firm and its partners used by the named companies, as defendants. Travelers sought damages related to work performed by its counsel in connection with structured settlement files at issue in the litigation. The Company and Travelers executed a confidential settlement agreement, with mutual releases, and will file a stipulation of discontinuance, with prejudice of all Traveler’s claims against the Company.

6. In Re: Maria Ann Pugsley, No. 14-33454 (United States Bankruptcy Court, Northern District of Ohio).

Creditor challenging legacy structured settlement order in annuitant’s Chapter 7 Bankruptcy proceeding.

SCHEDULES 3.7

TAXES

Schedule 3.7(a)

[None]

Schedule 3.7(b)

[None]

Schedule 3.7(c)

[None]

Schedule 3.7(d)

[None]

Schedule 3.7(e)

[None]

Schedule 3.7(f)

[None]

Schedule 3.7(g)

[None]

Schedule 3.7(h)

[None]

SCHEDULE 3.8(b)

LICENSURES

Imperial Life Settlement License: CALIFORNIA

Pursuant to an agreement with the California Insurance Department (“CID”), Imperial Life Settlement, LLC is required to have a minimum of $5 million in its operating account. This requirement will not be met as of the end of the first quarter of 2017, and as such, the Company has begun discussions with the CID to suspend our license pending the recapitalization of the Company.

SCHEDULE 3.16(a)

EMPLOYEE BENEFIT PLANS

(i) Description of Benefit Plan

a. United HealthCare Choice Plus 2000

b. Insperity Basic Disability Insurance

c. Insperity Vision Service Plan (VSP)

d. UnitedHealthcare Dental PPO 50

e. Insperity Health Care Flexible Spending Account Plan

f. Insperity 401K Plan*

*Please note that the Company is in the process of changing 401(K) providers from EmPower Retirement to Insperity Retirement Services.

SCHEDULE 3.16(b)

POST EMPLOYMENT BENEFIT PLANS

[NONE]

SCHEDULE 3.16(c)

ERISA AFFILIATE

[NONE]

SCHEDULE 3.16(e)

ALL BENEFITS AND LIABILITIES

Active Employee - Separation Cost

Name

Job Title

Department

Hire Date

Employment
Agreement /
Expectations

Type

Notes

Mitchell, Antony

CEO

02/01/11

Yes

Salary

3 Years

Martinez, Miriam

Sr. VP, Finance & Operations

Finance

09/13/10

Yes

Salary

1 Yr., or 2 with Chg. in Control

O’Reilly, Christopher

Associate General Counsel

Legal

12/06/10

Yes

Salary

1 Yr., or 2 with Chg. in Control

Sasso, David

Sr. VP, Corporate Development

Investor Relations

03/21/11

Yes

Salary

1 Yr., or 2 with Chg. in Control

[*]

SCHEDULE 4.2

PRINCIPAL AMOUNT OF CONVERTIBLE NOTES

[*]

SCHEDULES 6.6(a), (q) and (s)

CONTRACTS

[*]

Insurance Providers

Please note that the Company is in the process of changing 401(K) providers from EmPower Retirement to Insperity Retirement Services.

Exhibit 10.24

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY.

Execution Version

AMENDMENT TO MASTER TRANSACTION AGREEMENT

This Amendment to Master Transaction Agreement (this “Amendment”), entered into this 7 th day of April, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and between Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders parties thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H :

WHEREAS, in order to make certain agreed modifications to the Agreement, the Parties and Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes have agreed to amend the Agreement as set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in consideration of the mutual promises set forth below, the parties hereto, intending to be legally bound, agree as follows:

1. The definition of “Common Stock Purchase Agreement” set forth in Section 1.1 of the Agreement shall be amended and restated in its entirety as follows:

“ Common Stock Purchase Agreement ” means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

2. The definition of “Convertible Note Exchange Offer” set forth in Section 1.1 of the Agreement shall be amended and restated in its entirety as follows:

offer (which condition may only be waived with PJC’s prior written consent in its sole discretion), (b) provisions pursuant to which the accrued and unpaid interest due to each Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer to, but not including the Closing Date, shall be deemed capitalized as of the Closing Date and deemed added to the aggregate principal amount of Convertible Notes tendered by such Convertible Note Holder that participates in the Convertible Note Exchange Offer and (c) provisions pursuant to which (i) each Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer may elect to purchase Shares pursuant to the Common Stock Purchase Agreement on a pro rata basis based on its holdings of Convertible Notes and (ii) each such Convertible Note Holder may oversubscribe to purchase Shares that are not purchased by other Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer, provided that in no case may the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer purchase more than 40,000,000 shares of Shares pursuant to the Common Stock Purchase Agreement.

3. The definition of “Warrant” set forth in Section 1.1 of the Agreement shall be amended and restated in its entirety as follows:

4. The definition of “Warrant Shares” set forth in Section 1.1 of the Agreement shall be amended and restated in its entirety as follows:

“ Warrant Shares ” means up to 42,500,000 shares of Common Stock issuable upon the exercise of the Warrant.

5. The form of each of the Common Stock Purchase Agreement and the Warrant attached as Exhibits A and E to the Agreement are hereby deemed to be amended to reflect the foregoing modifications, including, without limitation, (a) amending Section 2(b)(i) of the Warrant to replace the reference to “14,000,000 Warrant Shares” with “17,500,000 Warrant Shares” and (b) amending Section 2(b)(ii) of the Warrant to replace the reference to “20,000,000 Warrant Shares” with “25,000,000 Warrant Shares”.

6. Schedule 4.2 to the Agreement shall be amended and restated in its entirety and replaced with the Schedule 4.2 attached hereto as Exhibit 1.

7. The Agreement shall be amended by adding a new Section 13.13 at the end of Article XIII as follows:

waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Consenting Convertible Note Holders to Emergent, except the obligations to be performed by the Consenting Convertible Note Holders as expressly stated in this Agreement and those expressly stated to survive the termination of any Transaction Document, and (B) all claims, offsets, causes of action, suits, counterclaims, or defenses of any kind whatsoever (if any), whether known or unknown, which Emergent might otherwise have against any of the Consenting Convertible Note Holders, in either case (A) or (B) on account of any condition, act, omission, event, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the Closing Date or which could thereafter arise as the result of the execution of (or the satisfaction of any condition precedent or subsequent contained in, or the performance of, or compliance with, any covenant or provision of) this Agreement or any of the Transaction Documents.

8. Section 6.11(b) of the Agreement shall be amended by replacing the reference to “March 31, 2017” in such section with “April 10, 2017.”

9. Section 6.12 of the Agreement shall be amended by replacing the reference to “March 31, 2017” in such section with “April 10, 2017.”

10. The Agreement shall be amended by adding a new Section 6.15 at the end of Article VI as follows:

Section 6.15 Sale of Senior Notes in Lieu of Exchange . Notwithstanding anything in this Agreement to the contrary, Emergent may forego launching the Senior Note Exchange Offer in the event that Emergent obtains the agreement of holders of not less than 100% of the aggregate outstanding principal amount of the Senior Notes to sell all of the Senior Notes to PJC or the Investor. In such event, notwithstanding Section 2.3 or Section 6.12 of this Agreement, PJC shall cause the Investor to purchase from each Senior Note Holder all of the Senior Notes held by such Senior Note Holder on the Closing Date at a price equal to the face amount of each Senior Note pursuant to the terms of the Senior Note Purchase Agreement (as such may be revised to reflect the purchase of Senior Notes by the Investor instead of New Senior Notes), and immediately thereafter either (i) PJC shall cause the Investor to exchange all such Senior Notes purchased by the Investor for New Senior Notes of the same aggregate principal amount or (ii) the Senior Note Trustee and Emergent shall amend and restate the Senior Note Indenture such that the terms of the Senior Note Indenture are substantially identical to the terms set forth in the New Senior Note Indenture.

11. Defined Terms . Capitalized terms used herein, unless otherwise defined herein, shall have the meanings set forth in the Agreement.

12. No Further Amendments . Except as specifically modified pursuant to this Amendment, all of the provisions of the Agreement remain unchanged and continue in full force and effect. In the event of any inconsistency between the Agreement and this Amendment, this Amendment shall control.

13. Miscellaneous . This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Amendment shall be governed in all respects by, and construed in accordance with, the laws of the State of New York (without giving effect to its principles of conflicts of laws, to the extent such principles would require or permit the application of the laws of a jurisdiction other than the State of New York).

[ Signature Pages Follow ]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as of the day and year first above written.

	EMERGENT CAPITAL, INC.


	By:	/s/ Antony Mitchell
	Name: Antony Mitchell
	Title: CEO
	Address:

[Signature page to Amendment to Master Transaction Agreement]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as of the day and year first above written.

	PJC INVESTMENTS, LLC


	By:	/s/ Patrick J Curry
	Name: Patrick J Curry
	Title: Manager
	Address:

[Signature page to Amendment to Master Transaction Agreement]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as of the day and year first above written.

	BULLDOG INVESTORS LLC


	By:	/s/ Phillip Goldstein
	Name: Phillip Goldstein
	Title: Member
	Address:

[Signature page to Amendment to Master Transaction Agreement]

Exhibit 1

Amended and Restated Schedule 4.2

[*]

Exhibit 10.25

AMENDMENT NO. 2 TO MASTER TRANSACTION AGREEMENT

This Amendment No. 2 to Master Transaction Agreement (this “Amendment”), entered into this 19th day of June, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and among Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H :

1. Definition of Investor . The definition of “Investor” set forth in Section 1.1 of the Agreement shall be amended and restated in its entirety as follows:

“ Investor ” means one or more Persons designated jointly by PJC and Triax to be party to the Board Documents, the Common Stock Purchase Agreement, the Senior Note Purchase Agreement and/or the Warrant.

2. Warrant . The form of the Warrant attached as Exhibit E to the Agreement is hereby amended to restate the proviso at the end of Section 2(b)(ii) as follows: “ provided that upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Outstanding Convertible Notes are converted into shares of Common Stock in accordance with the terms of the Existing Convertible Note Indenture or the New Convertible Note Indenture, as applicable, or (y) all of the Outstanding Convertible Notes are no longer outstanding (whether by conversion, redemption, payment in full at the final maturity date or otherwise), then all remaining Warrant Shares shall vest and become immediately exercisable; provided, further , that Warrant Shares that vest in accordance with this Section 2(b)(ii) shall vest pro rata among all holders of warrants issued concurrently with this Warrant, including the Holder, based upon the proportion that the number of Warrant Shares then vesting bears to the total number of unvested remaining Warrant Shares at the time of such vesting event, as determined in good faith by the Company and as promptly notified to each such holder.”

3. Section 6.13 . Section 6.13 of the Agreement shall be amended by replacing the words “On or before the date that is ten (10) Business Days after the date Emergent launches the Convertible Note Exchange Offer” in such section with “Prior to the expiration of the Convertible Note Exchange Offer”.

4. Defined Terms . Capitalized terms used herein, unless otherwise defined herein, shall have the meanings set forth in the Agreement.

5. No Further Amendments . Except as specifically modified pursuant to this Amendment, all of the provisions of the Agreement remain unchanged and continue in full force and effect. In the event of any inconsistency between the Agreement and this Amendment, this Amendment shall control.

6. Miscellaneous . This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Amendment shall be governed in all respects by, and construed in accordance with, the laws of the State of New York (without giving effect to its principles of conflicts of laws, to the extent such principles would require or permit the application of the laws of a jurisdiction other than the State of New York).

[ Signature Pages Follow ]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as of the day and year first above written.

	EMERGENT CAPITAL, INC.
	By:	/s/ Antony Mitchell
	Name:	Antony Mitchell
	Title:	CEO
	Address:

[Signature page to Amendment to Master Transaction Agreement]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as of the day and year first above written.

	PJC INVESTMENTS, LLC
	By:	/s/ Patrick J. Curry
	Name:	Patrick J. Curry
	Title:	Manager
	Address:

[Signature page to Amendment to Master Transaction Agreement]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as of the day and year first above written.

	BULLDOG INVESTORS LLC


	By:	/s/ Andrew Dakos
	Name:	Andrew Dakos
	Title:	Principal
	Address:

[Signature page to Amendment to Master Transaction Agreement]

Exhibit 10.26