EMERGENT CAPITAL, INC., and U.S. Bank National Association, as Trustee INDENTURE Dated as of July 28, 2017 5.00% Senior Unsecured Convertible Notes due 2023Indenture • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
THIS INDENTURE, dated as of, July 28, 2017, is between Emergent Capital, Inc., a corporation duly organized under the laws of the State of Florida (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 28, 2017, by and among (i) Emergent Capital, Inc., a Florida corporation (the “Company”), (ii) the designees (the “Investors”) jointly appointed by PJC Investments, LLC, a Texas limited liability company (“PJC”) and Triax Capital Advisors LLC, a New York limited liability company (and listed on Schedule A attached hereto), (iii) the New Convertible Note Holders that are party to that certain Common Stock Purchase Agreement (and listed on Schedule B attached hereto (the “Purchasers”)), by and among the Company, the Investors, and each such Purchaser and (iv) holders of the Company’s 5.0% Senior Unsecured Convertible Notes due 2023 (the “New Convertible Notes”) listed on Schedule C attached hereto as same may be amended and supplemented by the Company as a result of the closing of the transactions contemplated in the Master Transaction Agreements (as defined below) (individually, a “New Convertible
COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of EMERGENT CAPITAL, INC.Emergent Capital, Inc. • August 1st, 2017 • Life insurance • New York
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 July 28, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Emergent Capital, Inc., a Florida corporation (the “Company”), up to [ ] 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 and May 12, 2017, as amended to date and from time to time, among the Company, PJC Investments, LLC and the applicable Consenting Convertib
COMMON STOCK PURCHASE AGREEMENT among EMERGENT CAPITAL, INC. and THE PURCHASERS REFERRED TO HEREIN July 28, 2017Common Stock Purchase Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of July 28, 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”).
BOARD RIGHTS AGREEMENTBoard Rights Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • Delaware
This BOARD RIGHTS AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 28, 2017, is entered into by and between Emergent Capital, Inc., a Florida corporation (“Emergent”) and Evermore Global Advisors, LLC, a Delaware limited liability company (the “Evermore Investor”). Both Emergent and the Evermore Investor may also be referred to herein as a “Party” and collectively as the “Parties”.
BOARD RIGHTS AGREEMENTBoard Rights Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
This BOARD RIGHTS AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 28, 2017, is entered into by and among (a) Emergent Capital, Inc., a Florida corporation (“Emergent”), (b) PJC Investments, LLC, a Texas limited liability company (on behalf of itself and InvestCo 1, LLC, a Delaware limited liability company) (“PJC”) and (c) JSARCo, LLC, a Delaware limited liability company (“JSARCo”) (PJC and JSARCo are jointly referred to as the “Investor”). Each of Emergent, PJC and JSARCo may also be referred to herein as a “Party” and collectively as the “Parties”.
SUPPLEMENTAL INDENTURESupplemental Indenture • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Supplemental Indenture (this “Second Supplemental Indenture”) is dated as of July 28, 2017, and made by and between Emergent Capital, Inc., a Florida corporation (the “Issuer”), and U.S. Bank, National Association, as Trustee (the “Trustee”).
DESIGNATION AGREEMENTDesignation Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
This DESIGNATION AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 28, 2017, is entered into by and between (a) Emergent Capital, Inc., a Florida corporation (“Emergent”) and (b) Nantahala Capital Management, LLC (“Nantahala”), as investment manager, advisor or subadvisor to certain accounts and/or funds. Each of Emergent and Nantahala may also be referred to herein as a “Party” and collectively as the “Parties”.
NOTE PURCHASE AGREEMENT among THE INVESTORS REFERRED TO HEREIN and THE SELLERS REFERRED TO HEREIN July 28, 2017Note Purchase Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Note Purchase Agreement (this “Agreement”) is dated as of July 28, 2017, by and among each investor listed on Schedule 1 attached hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and each seller listed on Schedule 1 attached hereto (each, including its successors and assigns, a “Seller” and collectively the “Sellers”).
DESIGNATION AGREEMENTDesignation Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
This DESIGNATION AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 28, 2017, is entered into by and among (a) Emergent Capital, Inc., a Florida corporation (“Emergent”), (b) Ironsides P Fund L.P. (“Ironsides P Fund L.P.”) and (c) Ironsides Partners Special Situations Master Fund II L.P. (“Ironsides Partners Special Situations Master Fund II L.P.” and together with Ironsides P Fund L.P., the “Ironsides Funds”). Each of Emergent and each of the Ironsides Funds may also be referred to herein as a “Party” and collectively as the “Parties”.
DESIGNATION AGREEMENTDesignation Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
This DESIGNATION AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 28, 2017, is entered into by and between (a) Emergent Capital, Inc., a Florida corporation (“Emergent”) and (b) Opal Sheppard Opportunities Fund I LP, a Delaware limited partnership (“Opal Sheppard”). Each of Emergent and Opal Sheppard may also be referred to herein as a “Party” and collectively as the “Parties”.
