Common use of INDENTURE TO CONTROL; GOVERNING LAW Clause in Contracts

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable Corporation, 4 Xxxxxxxxx Xxxxx, Highland Heights, KY 41076, Attention: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationSxxxxxx Enterprises, 4 Inc., 1000 Xxxxx Xxxxxxxxx XxxxxXxxxxxx, Highland HeightsXxxxxxxxx, KY 41076Xxxxxxxxx 00000, Attention: General CounselTxxxxx X. Kitchen, Chief Financial Officer, Facsimile No. (000) 000500-0000, Telephone No. (000) 000-0000. To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To: Sxxxxxx Enterprises, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Sxxxxxx Enterprises, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Fundamental Change Purchase Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be repurchased (in an integral multiple of $1,000, if less than all): NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without any alteration or change whatsoever. Re: 3.125% Senior Convertible Notes Due 2014 (the “Securities”) of Sxxxxxx Enterprises, Inc. This certificate relates to $ principal amount of Securities owned in (check applicable box) o book-entry or o definitive form by (the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.13 of the Indenture, dated as of June 27, 2007, among Sxxxxxx Enterprises, Inc., the Guarantors named therein and U.S. Bank National Association, as trustee (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box), or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): Such Security is being transferred pursuant to an effective registration statement under the Securities Act. Such Security is being acquired for the Transferor’s own account, without transfer. Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. Such security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. Such Security is being transferred to a non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act (or any successor thereto). Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a Global Note which is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to (i) Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A) or (ii) Regulation S under the Securities Act. Date: (Insert Name of Transferor) The following exchanges, purchases or conversions of a part of this Global Security have been made: Date Securities Custodian Amount Recorded Global Security (i) the due and punctual payment of the principal of and interest on the Securities when they become due, whether at the Final Maturity Date, a Fundamental Change Purchase Date, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance and observance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 11 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future shareholder, officer, director, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each Holder of a Security by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each Holder of a Security by accepting such Security agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. Capitalized terms used but not defined herein have the meanings given to them in the Indenture. KXXXXXX-XXXXX FUNERAL HOME, INC. S.E. CEMETERIES OF ALABAMA, INC. S.E. COMBINED SERVICES OF ALABAMA, INC. S.E. FUNERAL HOMES OF ALABAMA, INC. FOREST HILLS CEMETERY, INC. GXXXXXX-XXXXXXX INSURANCE AGENCY, INC. GXXXXXX-XXXXXXX, INC. GROSS FUNERAL HOME, INC. S.E. FUNERAL HOMES OF ARKANSAS, INC. ALL SOULS MORTUARY, INC. ASHES TO ASHES, INC. ASSUMPTION MORTUARY, INC. BARSTOW FUNERAL HOMES, INC. BXXXXXXX FAMILY, INC. CALVARY MORTUARY OF LOS ANGELES, CALIFORNIA, INC. CATALINA CHANNEL CREMATION SOCIETY CATHOLIC MORTUARY SERVICES, INC. DxXXXXX MEMORIAL CHAPEL, INC. DXXXXX BROTHERS HUNTINGTON VALLEY MORTUARY HOLY CROSS MORTUARY OF CULVER CITY, CALIFORNIA, INC. HOLY CROSS MORTUARY OF POMONA, CALIFORNIA, INC. HXXXXX MORTUARY, INC. LXXXXXX FUNERAL CHAPELS, INC. LOMBARD & CO. N.D. DXXXX & ASSOCIATES, INC. QUEEN OF HEAVEN MORTUARY, INC. RESURRECTION MORTUARY, INC. RIVER CITIES FUNERAL CHAPEL, INC. S.E. ACQUISITION OF CALIFORNIA, INC. S.E. ACQUISITION OF DELANO, CALIFORNIA, INC. S.E. ACQUISITION OF GLENDALE, CALIFORNIA, INC. S.E. ACQUISITION OF LANCASTER, CALIFORNIA, INC.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationAmerican Medical Systems Holdings, 4 Inc., 10000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx Xxxxx, Highland Heights, KY 4107600000, Attention: General CounselCxxxxx Xxxxxxx, Facsimile No. (000) 000-0000Chief Financial Officer, Telephone No. Facsimile: (000) 000-0000. To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Signature Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a an integral multiple of $1,000): $ $___. If you want the stock certificate made out in another person’s name, fill in the form below: Your Signature: Signature Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationSxxxxxx Enterprises, 4 Inc., 1000 Xxxxx Xxxxxxxxx XxxxxXxxxxxx, Highland HeightsXxxxxxxxx, KY 41076Xxxxxxxxx 00000, Attention: General CounselTxxxxx X. Kitchen, Chief Financial Officer, Facsimile No. (000) 000500-0000, Telephone No. (000) 000-0000. To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To: Sxxxxxx Enterprises, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Sxxxxxx Enterprises, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Fundamental Change Purchase Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be repurchased (in an integral multiple of $1,000, if less than all): NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without any alteration or change whatsoever. Re: 3.375% Senior Convertible Notes Due 2016 (the “Securities”) of Sxxxxxx Enterprises, Inc. This certificate relates to $ principal amount of Securities owned in (check applicable box) ¨ book-entry or ¨ definitive form by (the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.13 of the Indenture, dated as of June 27, 2007, among Sxxxxxx Enterprises, Inc., the Guarantors named therein and U.S. Bank National Association, as trustee (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box), or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): ___ Such Security is being transferred pursuant to an effective registration statement under the Securities Act. ___ Such Security is being acquired for the Transferor’s own account, without transfer. ___ Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. ___ Such security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. ___ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. ___ Such Security is being transferred to a non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act (or any successor thereto). ___ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a Global Note which is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to (i) Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A) or (ii) Regulation S under the Securities Act. Date: (Insert Name of Transferor) The following exchanges, purchases or conversions of a part of this Global Security have been made: (i) the due and punctual payment of the principal of and interest on the Securities when they become due, whether at the Final Maturity Date, a Fundamental Change Purchase Date, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance and observance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 11 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future shareholder, officer, director, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each Holder of a Security by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each Holder of a Security by accepting such Security agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. Capitalized terms used but not defined herein have the meanings given to them in the Indenture. KXXXXXX-XXXXX FUNERAL HOME, INC. S.E. CEMETERIES OF ALABAMA, INC. S.E. COMBINED SERVICES OF ALABAMA, INC. S.E. FUNERAL HOMES OF ALABAMA, INC. FOREST HILLS CEMETERY, INC. GXXXXXX-XXXXXXX INSURANCE AGENCY, INC. GXXXXXX-XXXXXXX, INC. GROSS FUNERAL HOME, INC. S.E. FUNERAL HOMES OF ARKANSAS, INC. ALL SOULS MORTUARY, INC. ASHES TO ASHES, INC. ASSUMPTION MORTUARY, INC. BARSTOW FUNERAL HOMES, INC. BXXXXXXX FAMILY, INC. CALVARY MORTUARY OF LOS ANGELES, CALIFORNIA, INC. CATALINA CHANNEL CREMATION SOCIETY CATHOLIC MORTUARY SERVICES, INC. DxXXXXX MEMORIAL CHAPEL, INC. DXXXXX BROTHERS HUNTINGTON VALLEY MORTUARY HOLY CROSS MORTUARY OF CULVER CITY, CALIFORNIA, INC. HOLY CROSS MORTUARY OF POMONA, CALIFORNIA, INC. HXXXXX MORTUARY, INC. LXXXXXX FUNERAL CHAPELS, INC. LOMBARD & CO. N.D. DXXXX & ASSOCIATES, INC. QUEEN OF HEAVEN MORTUARY, INC. RESURRECTION MORTUARY, INC. RIVER CITIES FUNERAL CHAPEL, INC. S.E. ACQUISITION OF CALIFORNIA, INC. S.E. ACQUISITION OF DELANO, CALIFORNIA, INC. S.E. ACQUISITION OF GLENDALE, CALIFORNIA, INC. S.E. ACQUISITION OF LANCASTER, CALIFORNIA, INC.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland HeightsXxxxxxx 00000. The initial principal amount of this Global Security is ($ ) The following exchanges, KY 41076, Attentionpurchases or conversions of a part of this Global Security have been made: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o ☐ To convert only part of this Security, state the principal amount to be converted (must be $1,000 1.00 or a an integral multiple of $1,0001.00): $ . If you want the stock certificate made out in another person’s name, fill in the form below: Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of February 21, 2014, as supplemented by the First Supplemental Indenture, dated as of March 13, 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1.00 or an integral multiple thereof) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Principal amount to be redeemed (in an integral Multiple of $1.00, if less than all): Certificate number (if applicable):

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee and the Indenture Security shall be governed by, and construed in accordance with, the laws of the State of New YorkYork without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationMolson Coors Brewing Company, 4 Xxxxxxxxx Xxxxx0000 00xx Xxxxxx, Highland HeightsXxxxx 0000, KY 41076Xxxxxx, Xxxxxxxx 00000, Attention: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the TrusteeChief Legal Officer. To convert this Security into Cash and Class B Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s 's name, fill in the form below: (Insert assignee's soc. sec. or tax I.D. no.) (Print or type assignee's name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. (5) To be included only if the Security is a Definitive Security. The following exchanges, redemptions, repurchases or conversions of a part of this global Security have been made: (6) To be included only if the Security is a Global Security.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationAmerican Medical Systems Holdings, 4 Inc., 10000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx Xxxxx, Highland Heights, KY 4107600000, Attention: General CounselCxxxxx Xxxxxxx, Facsimile No. (000) 000-0000Chief Financial Officer, Telephone No. Facsimile: (000) 000-0000. To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Signature Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a an integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: Your Signature: Signature Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o ¨ To convert only part of this Security, state the principal amount to be converted (must be (x) $1,000 or a an integral multiple of $1,0001,000 for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments): $ . If you want the stock certificate made out in another person’s name, fill in the form below: Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of [ ], 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is (x) $1,000 or an integral multiple thereof for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Certificate number (if applicable):

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable Corporation, 4 Xxxxxxxxx Xxxxx, Highland Heights, KY 41076, Attention: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ $______. If you want the stock certificate made out in another person’s name, fill in the form below: Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee Note and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Note and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New YorkYork applicable to agreements made and to be performed in such state. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationBioMarin Pharmaceutical Inc., 4 Xxxxxxxxx Xxxxx000 Xxxxxxx Xxxxxx, Highland HeightsXxx Xxxxxx, KY 41076Xxxxxxxxxx, 00000, Attention: General Corporate Counsel, Facsimile No. .: (000) 000-0000, Telephone No. .: (000) 000-0000. To assign this SecurityNote, fill in the form below: I or we assign and transfer this Security Note to (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent Agent to transfer this Security Note on the books of the Company. The agent may substitute another to act for him or her. Date: Your Signature: Date: (Sign exactly as your name appears on the other side of this SecurityNote) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Notes Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. If the within Note bears a Restricted Note Legend, the undersigned further certifies that (check one): 1. ☐ Such Transfer is being made to the Company or a Subsidiary of the Company. 2. ☐ Such Transfer is being made pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of the Transfer. 3. ☐ Such Transfer is being made pursuant to, and in accordance with, Rule 144A under the Securities Act, and, accordingly, the undersigned further certifies that the within Note is being transferred to a Person that the undersigned reasonably believes is purchasing the within Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A. If this item is checked, then the transferee must complete and execute the acknowledgment contained on the next page. 4. ☐ Such Transfer is being made pursuant to, and in accordance with, any other available exemption from the registration requirements of the Securities Act (including, if available, the exemption provided by Rule 144 under the Securities Act). Dated: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: (Participant in a Recognized Signature Guarantee Medallion Program) By: Authorized Signatory The undersigned represents that it is purchasing the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole investment discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The undersigned acknowledges that the transferor is relying, in transferring the within Note on the exemption from the registration and prospectus-delivery requirements of the Securities Act of 1933, as amended, provided by Rule 144A and that the undersigned has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A. Dated: (Name of Transferee) By: Name: Title: To convert this Security into Common Stock of the CompanyNote, check the box: o ☐ To convert only part of this SecurityNote, state the principal amount to be converted (must be $1,000 or a an integral multiple of $1,0001,000 in excess thereof): $ . If you want the Cash paid to another Person or the stock certificate made out in another personPerson’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint Agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. Date: Your Signature: Date: (Sign exactly as your name appears on the other side of this SecurityNote) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Notes Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be (x) $1,000 or a an integral multiple of $1,0001,000 for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments): $ . If you want the stock certificate made out in another person’s name, fill in the form below: Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. A-12 To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of [ ], 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is (x) $1,000 or an integral multiple thereof for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Principal amount to be redeemed (in an integral Multiple of (x) $1,000 for Securities denominated in $1,000 increments and (y) $1.00 for Securities denominated in $1.00 increments, if less than all): Certificate number (if applicable):

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationXxxxxxx Enterprises, 4 Inc., 0000 Xxxxx Xxxxxxxxx XxxxxXxxxxxx, Highland HeightsXxxxxxxxx, KY 41076Xxxxxxxxx 00000, Attention: General CounselXxxxxx X. Kitchen, Chief Financial Officer, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. or tax I.D. no.) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. To: Xxxxxxx Enterprises, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Xxxxxxx Enterprises, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Fundamental Change Purchase Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be repurchased (in an integral multiple of $1,000, if less than all):

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o ¨ To convert only part of this Security, state the principal amount to be converted (must be (x) $1,000 or a an integral multiple of $1,0001,000 for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments): $ . If you want the stock certificate made out in another person’s name, fill in the form below: Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. A-11 To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of July 28, 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is (x) $1,000 or an integral multiple thereof for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Principal amount to be redeemed (in an integral Multiple of (x) $1,000 for Securities denominated in $1,000 increments and (y) $1.00 for Securities denominated in $1.00 increments, if less than all): Certificate number (if applicable):

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee 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: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be (x) $1,000 or a an integral multiple of $1,0001,000 for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments): $ . If you want the stock certificate made out in another person’s name, fill in the form below: Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of July 28, 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is (x) $1,000 or an integral multiple thereof for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Certificate number (if applicable):