0001193125-14-406190 Sample Contracts

IMPERIAL HOLDINGS, INC., as Issuer, and the Guarantors named herein 12.875% Senior Secured Notes INDENTURE Dated as of November 10, 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee
Indenture • November 10th, 2014 • Imperial Holdings, Inc. • Life insurance • New York

INDENTURE dated as of November 10, 2014 among Imperial Holdings, Inc., a Florida corporation (the “Issuer”), the Guarantors identified on the signature pages hereto and from time to time a party hereto, and Wilmington Trust, National Association, as indenture trustee (as more fully defined in Section 1.01, the “Indenture Trustee”).

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IMPERIAL HOLDINGS, INC., as Issuer, THE GUARANTORS NAMED HEREIN and INDABA CAPITAL FUND, L.P., as Purchaser NOTE PURCHASE AGREEMENT Dated as of November 10, 2014
Note Purchase Agreement • November 10th, 2014 • Imperial Holdings, Inc. • Life insurance • New York

NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of November 10, 2014, by and among IMPERIAL HOLDINGS, INC., a Florida corporation (the “Issuer”), the direct subsidiaries of the Issuer named on the signature pages hereto (the “Guarantors” and, together with the Issuer, the “Obligors”), and INDABA CAPITAL FUND, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).

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