Common use of Purchasers Clause in Contracts

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,

Purchasers. The Purchasers set forth on Exhibit A to the Agreement have executed a Subscription Agreement with the Company which provides, among other things, that by executing the Subscription Agreement each Purchaser is deemed to have executed the UNIT PURCHASE AGREEMENT in all respects and is bound to purchase the Units set forth in such Subscription Agreement and Exhibit A to the Agreement. UNIT PURCHASE AGREEMENT EXHIBIT A SCHEDULE OF PURCHASERS Initial Closing Name and Address of Purchasers Number of Purchaser Initial Units Common Stock Warrant Shares Per Share Total Purchase Price Aggregate Amount 20 TOTAL: Subsequent Closing Name of Subsequent Closing Purchaser Subsequent Units Common Stock Warrant Shares Total Purchase Price $ 0.25 $ Amount FORM OF WARRANT EXHIBIT A LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION B FUNDING INSTRUCTIONS EXHIBIT C Please make your subscription payment payable to the order of “Signature Bank, as Escrow Agent for Boston Therapeutics, Inc.” Account No. 1502013854 For wiring funds directly to the escrow account, use the following instructions: Signature Bank 200 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Acct. Name: Signature Bank as Escrow Agent for Boston Therapeutics, Inc. ABA Number: 000000000 SWIFT Code: SXXXXX00 A/C Number: 1502013854 FBO: Purchaser Name Social Security Number Address PRE-INITIAL CLOSING CAPITALIZATION EXHIBIT D FORM 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 EXHIBIT E FORM 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,REGISTRATION RIGHTS AGREEMENT EXHIBIT F

Purchasers. Name and Address of Purchasers Number No. of Shares Per Share of Common No. of Warrants Aggregate Name Stock Purchased Granted Purchase Price Aggregate Purchase Price $ 0.25 $ ---- --------------- ------- -------------- EXHIBIT A LEGEND WARRANT NO.___ THE SECURITIES REPRESENTED BY THIS CERTIFICATE WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF 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, OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD OR SOLD EXCEPT OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION THOSE LAWS. WARRANT TO PURCHASE SHARES OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTCOMMON STOCK OF NUCLEUS, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYINC. Exhibit B Form of New Convertible Note Indenture (Attached) Exhibit B has been omitted _____________ ___, 1999 This certifies that, for value received pursuant to instruction 2 that certain Securities Purchase Agreement, dated as of ________, 1999, by and among Nucleus, Inc., _______________________ and certain other purchasers, _____________ (the "Warrant Holder"), is entitled to Item 601 purchase from Nucleus, Inc., a Nevada corporation (the "Company"), at any time prior to 5:00 p.m. Chicago time on the second anniversary of Regulation Sthe date hereof (the "Expiration Date") _______________ ( ) fully paid and non-K. See Exhibit assessable shares of the Company's Common Stock, par value $.001 per share (b)(1) the "Common Stock;" the Common Stock purchasable upon exercise of this Schedule TO for Warrant is herein called the form "Common Shares"), at a price per share of indenture between U.S. Bank National AssociationFour and 75/100 Dollars ($4.75) (the "Exercise Price"). The number of Common Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided below. If the Expiration Date shall be a holiday in the State of Illinois or a day on which banks are authorized to close in the State of Illinois, as trusteethen the Expiration Date shall be the next following day which in the State of Illinois is not a holiday or a day on which banks are authorized to close. If this Warrant is not exercised at or before 5:00 p.m. Illinois time, on the Expiration Date, it shall become void, 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 Priceall rights hereunder shall thereupon cease.” Exhibit C Form of New Senior Note Indenture (Attached) EMERGENT CAPITAL, INC., as Issuer,

Purchasers. Name and Address of Purchasers Number No. of Shares Per Share of Common No. of Warrants Aggregate Name Stock Purchased Granted Purchase Price Aggregate Purchase Price $ 0.25 $ ---- --------------- ------- -------------- EXHIBIT A LEGEND WARRANT NO.___ THE SECURITIES REPRESENTED BY THIS CERTIFICATE WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF 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, OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD OR SOLD EXCEPT OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION THOSE LAWS. WARRANT TO PURCHASE SHARES OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTCOMMON STOCK OF NUCLEUS, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYINC. Exhibit B Form of New Convertible Note Indenture (Attached) Exhibit B has been omitted _____________ __, 1999 This certifies that, for value received pursuant to instruction 2 that certain Securities Purchase Agreement, dated as of ________, 1999, by and among Nucleus, Inc., _______________________ and certain other purchasers, _____________ (the "Warrant Holder"), is entitled to Item 601 purchase from Nucleus, Inc., a Nevada corporation (the "Company"), at any time prior to 5:00 p.m. Chicago time on the second anniversary of Regulation Sthe date hereof (the "Expiration Date") ______________ ( ) fully paid and non-K. See Exhibit assessable shares of the Company's Common Stock, par value $.001 per share (b)(1) the "Common Stock;" the Common Stock purchasable upon exercise of this Schedule TO for Warrant is herein called the form "Common Shares"), at a price per share of indenture between U.S. Bank National Association_______________($ ) Dollars (the "Exercise Price"). The number of Common Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided below. If the Expiration Date shall be a holiday in the State of Illinois or a day on which banks are authorized to close in the State of Illinois, as trusteethen the Expiration Date shall be the next following day which in the State of Illinois is not a holiday or a day on which banks are authorized to close. If this Warrant is not exercised at or before 5:00 p.m. Illinois time, on the Expiration Date, it shall become void, 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 Priceall rights hereunder shall thereupon cease.” Exhibit C Form of New Senior Note Indenture (Attached) EMERGENT CAPITAL, INC., as Issuer,

Purchasers. Name The SAFT will not be registered under the Securities Act of 1933 and Address may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Similarly, there are substantial restrictions on the transferability of Purchasers Number of Shares Per Share Purchase Price Aggregate Purchase Price $ 0.25 $ EXHIBIT the tokens, and there will initially be no public market for said tokens for U.S. Purchasers, unless and until the issuer determines and advises the Purchaser that the tokens are not securities and freely transferable. NOTICE TO ALL PROSPECTIVE PURCHASERS THIS MEMORANDUM CONSTITUTES AN OFFER OF SAFTs ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE AND TO WHOM THEY LAWFULLY MAY BE OFFERED FOR SALE. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OF AN INVESTMENT IN A LEGEND SAFT EXCEPT TO THE SECURITIES REPRESENTED EXTENT PERMITTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR LAWS OF EACH APPLICABLE JURISDICTION. IT IS THE SECURITIES COMMISSION RESPONSIBILITY OF ANY STATE PERSONS WISHING TO INVEST IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SAFTS DESCRIBED IN THIS MEMORANDUM TO INFORM THEMSELVES AS TO: (A) THE LEGAL REQUIREMENTS OF 1933THEIR OWN COUNTRIES FOR THE PURCHASE, HOLDING, TRANSFER OR OTHER DISPOSAL OF THE OPP TOKENS AND SAFT; (B) ANY FOREIGN EXCHANGE RESTRICTIONS APPLICABLE TO THE PURCHASE, HOLDING, TRANSFER OR OTHER DISPOSAL OF THE OPP TOKENS OR SAFT WHICH THEY MIGHT ENCOUNTER; AND (C) THE INCOME AND OTHER TAX CONSEQUENCES WHICH MAY APPLY IN THEIR OWN COUNTRIES AS AMENDED (A RESULT OF THE “SECURITIES ACT”)PURCHASE, ANDHOLDING, ACCORDINGLYTRANSFER OR OTHER DISPOSAL OF THE OPP TOKENS OR SAFT. IN PARTICULAR, MAY NOT BE OFFERED ANY POTENTIAL PURCHASER CONFIRMS THAT ANY DISCUSSIONS BETWEEN THE POTENTIAL PURCHASER OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER REPRESENTATIVES OF THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR POTENTIAL PURCHASER AND OF THE COMPANY AND ITS AFFILIATES REGARDING A POTENTIAL INVESTMENT IN A TRANSACTION NOT SUBJECT TO, SAFT WERE INITIATED BY SUCH PURCHASER OR ONE OR MORE REPRESENTATIVES OF SUCH POTENTIAL PURCHASER. THE REGISTRATION REQUIREMENTS DISTRIBUTION OF THIS MEMORANDUM IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS MEMORANDUM COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES ACT LAWS OF ANY SUCH JURISDICTION. PROSPECTIVE INVESTORS SHOULD READ THE WHOLE OF THIS MEMORANDUM AND SHOULD BE AWARE THAT THESE INSTRUMENTS ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. SEE THE SECTION OF THIS MEMORANDUM ENTITLED “RISK FACTORS” FOR A DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS WHICH SHOULD BE CONSIDERED PRIOR TO ANY INVESTMENT IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS THE SAFTS. PROSPECTIVE INVESTORS MUST RELY UPON THEIR OWN REPRESENTATIVES, INCLUDING THEIR OWN LEGAL ADVISERS AND ACCOUNTANTS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTLEGAL, TAX, INVESTMENT OR ANY OTHER RELATED MATTERS CONCERNING OPPORTY, OPP TOKENS, THE SUBSTANCE SAFT AND AN INVESTMENT THEREIN. THE CONTENTS OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYOPPORTY’S WEBSITE, INCLUDING ANY WEBSITES ACCESSIBLE FROM HYPERLINKS ON OPPORTY’S WEBSITE, DO NOT FORM PART OF THIS MEMORANDUM. Exhibit B Form OPP Tokens, a product 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 Opporty International Inc. Simple Agreement 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 followsFuture Tokens Purchase Amount: · sets the Final Maturity Date at February 15, 2023; · adds the Stock Purchase 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,: 0.0002 ETH per OPP Token Bonus Rate: Vesting Period:

Purchasers. The Purchasers set forth on Exhibit A to the Agreement have executed a Subscription Agreement with the Company which provides, among other things, that by executing the Subscription Agreement each Purchaser is deemed to have executed the UNIT PURCHASE AGREEMENT in all respects and is bound to purchase the Units set forth in such Subscription Agreement and Exhibit A to the Agreement. EXHIBIT A SCHEDULE OF PURCHASERS Initial Closing Name and Address of Purchasers Number of Shares Per Share Purchaser Initial Units Common Stock A Warrant Common Stock B Warrant Common Stock Total Purchase Price Aggregate Amount $ TOTAL: $ Subsequent Closing Name of Subsequent Closing Purchaser Subsequent Units Common Stock A Warrant Common Stock B Warrant Common Stock Total Purchase Price Amount TOTAL: $ 0.25 $ FORM OF A WARRANT EXHIBIT A LEGEND THE SECURITIES REPRESENTED BY B-1 THIS CERTIFICATE HAVE WARRANT HAS 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, 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH 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 SATISFACTORY ASSURANCES TO THE TRANSFEROR COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED WITH RESPECT TO SUCH EFFECTSALE, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE OFFER, PLEDGE OR HYPOTHECATION. WARRANT TO THE COMPANY. Exhibit B Form PURCHASE COMMON STOCK 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 CapitalActinium Pharmaceuticals, Inc. with respect to the 5.00% Senior Unsecured Convertible Notes Due 2023 to be issued by Emergent CapitalVoid after _________, 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,2013

Purchasers. Name Gxxxxxx Sachs & Co. LLC By: /s/ Dxxxxx Xxxxxxx Name: Dxxxxx Xxxxxxx Title: Managing Director PURCHASERS: Western Asset Middle Market Debt Fund Inc. Western Asset Middle Market Income Fund Inc By: Western Asset Management Company, as its Investment Manager and Address of Purchasers Number of Shares Per Share Purchase Price Aggregate Purchase Price $ 0.25 $ EXHIBIT Agent By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Manager, U.S. Legal Affairs ATTACHMENT A LEGEND [FORM OF WARRANT CERTIFICATE] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY, AND THE SECURITIES ISSUABLE HEREBY, 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 (AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE “SECURITIES ACT”)NOR ANY INTEREST THEREIN MAY BE OFFERED, ANDSOLD, ACCORDINGLYTRANSFERRED, MAY NOT BE OFFERED PLEDGED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT OR PURSUANT TO SUCH LAWS OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF THE SECURITIES UNDER SUCH ACT AND SUCH LAWS WHICH, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFEROR TO SUCH EFFECTTERMS OF A CERTAIN WARRANT AGREEMENT, DATED AS OF JUNE 29, 2017, THE SUBSTANCE PROVISIONS OF WHICH SHALL BE REASONABLY ACCEPTABLE TO ARE INCORPORATED HEREIN BY REFERENCE. A COPY OF SUCH AGREEMENT IS AVAILABLE FROM THE COMPANYCOMPANY UPON REQUEST. Exhibit B Form WARRANT CERTIFICATE BIOSCRIP, INC. No. WRT- Warrants Date: [ ], 20[ ] This Warrant Certificate certifies that ______________________, or registered assigns, is the registered holder of New Convertible Note Indenture (Attached) Exhibit B has been omitted pursuant Warrants entitling the owner thereof to instruction 2 to Item 601 of Regulation S-K. See Exhibit (b)(1) of this Schedule TO for purchase at any time on or after the form of indenture between U.S. Bank National Association, as trustee, date hereof and Emergent Capital, Inc. with respect on or prior to the 5.00% Senior Unsecured Convertible Notes Due 2023 to be issued by Emergent CapitalExpiration Time, Inc. Exhibit the number of fully paid and nonassessable shares of Common Stock, $0.0001 par value per share (b)(1) modifies Exhibit B to the Master Transaction Agreement as follows: · sets the Final Maturity Date at February 15“Common Stock”), 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 CAPITALBIOSCRIP, INC., a Delaware corporation (together with its successors and assigns, the “Company”) equal to 4.99% (the “Denomination”) times the Fully Diluted Common Stock outstanding on the date of any exercise of the Warrants, at a purchase price (subject to adjustment as Issuer,provided in the Warrant Agreement (as defined below), the “Exercise Price”) of $2.00 per share of Common Stock upon presentation and surrender of this Warrant Certificate to the Company with a duly executed election to purchase and payment of the Exercise Price (including by withholding of shares of Common Stock), all in the manner set forth in the Warrant Agreement (defined below). The Denomination of each Warrant and the Exercise Price are the Denomination and the Exercise Price as of the date hereof, and are subject to adjustment as referred to below. The Warrants are issued pursuant to a Warrant Agreement (as it may from time to time be amended or supplemented, the “Warrant Agreement”), dated as of June 29, 2017, among the Company and the Purchasers named therein, and are subject to all of the terms, provisions and conditions thereof, which Warrant Agreement is hereby incorporated herein by reference and made a part hereof and to which Warrant Agreement reference is hereby made for a full description of the rights, obligations, duties and immunities of the Company and the holders of the Warrant Certificates. Capitalized terms used, but not defined, herein have the respective meanings ascribed to them in the Warrant Agreement. In the event of any conflict between this Warrant Certificate and the Warrant Agreement, the Warrant Agreement shall control and govern. As provided in the Warrant Agreement, the Exercise Price and the Denomination evidenced by this Warrant Certificate are, upon the happening of certain events, subject to modification and adjustment. Except as otherwise set forth in, and subject to, the Warrant Agreement, the Expiration Time of this Warrant Certificate is as set forth in the Warrant Agreement. Subject to the limitations set forth in the Warrant Agreement, this Warrant Certificate shall be exercisable, at the election of the holder, at any time on or after the date hereof and on or prior to the Expiration Time either as an entirety or in part from time to time. If this Warrant Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Warrant Certificate or Warrant Certificates for the Denomination not exercised. The Warrant Certificates for the unexercised Denomination shall be with reference to the percentage of the Fully Diluted Common Stock outstanding on the date of any future exercise of the Warrants. This Warrant Certificate, with or without other Warrant Certificates, upon surrender in the manner set forth in the Warrant Agreement and subject to the conditions set forth in the Warrant Agreement, may be transferred or exchanged for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants entitling the holder to a like Denomination as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered shall have entitled such holder to purchase. Except as expressly set forth in the Warrant Agreement, no holder of this Warrant Certificate shall be entitled to vote or receive distributions or be deemed for any purpose the holder of shares of Common Stock or of any other Securities of the Company that may at any time be issued upon the exercise hereof, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a holder of a share of Common Stock in the Company or any right to vote upon any matter submitted to holders of shares of Common Stock at any meeting thereof, or to give or withhold consent to any corporate action of the Company (whether upon any recapitalization, issuance of stock, reclassification of Securities, change of par value, consolidation, merger, conveyance, or otherwise), or to receive dividends or subscription rights, or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised as provided in the Warrant Agreement. In the event of any inconsistency between this warrant Certificate and the Warrant agreement, the terms of the Warrant Agreement shall govern. THIS WARRANT CERTIFICATE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE COMPANY AND THE HOLDER HEREOF SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF TO THE EXTENT THAT ANY SUCH RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE DELAWARE GENERAL CORPORATION LAW SPECIFICALLY AND MANDATORILY APPLIES. WITNESS the signature of a proper officer of the Company as of the date first above written. BIOSCRIP, INC. By: Name: Title: [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate) FOR VALUE RECEIVED, ________________________ hereby sells, assigns and transfers unto (Please print name and address of transferee.) the accompanying Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint: attorney, to transfer the accompanying Warrant Certificate on the books of the Company with full power of substitution. Dated: , 20 . [HOLDER] By:

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 By ------------------------------------ Name: --------------------------------- Title: -------------------------------- [SIGNATURES CONTINUE] THIS CERTIFICATE HAVE NOTE HAS 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 AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS NOTE MAY BE EFFECTED WITHOUT (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO RELATED THERETO, (II) 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 FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE TRANSFEROR TO SUCH EFFECTEFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. 9% SECURED BRIDGE NOTE DUE JANUARY 17, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Exhibit B Form of New Convertible Note Indenture 2000 $____________ March 31, 1999 FOR VALUE RECEIVED, Digital Lightwave, Inc., a Delaware corporation (Attached) Exhibit B has been omitted pursuant the "Company"), hereby promises to instruction 2 to Item 601 of Regulation S-K. See Exhibit (b)(1) of this Schedule TO for the form of indenture between U.S. Bank National Association, as trustee, and Emergent Capital, Inc. with respect pay to the 5.00% Senior Unsecured Convertible Notes Due 2023 to be issued by Emergent Capitalorder of __________________________ (the "Lender"), Inc. Exhibit its successors and assigns in lawful money of the United States of America, the principal sum of ______________Dollars (b)(1) modifies Exhibit B to the Master Transaction Agreement as follows: · sets the Final Maturity Date at February 15$________), 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 or such lesser principal amount as may be outstanding from time to time, no later than January 17, 2000 (the "Maturity Date") or as otherwise provided in the Purchase Agreement (as defined below). This Note shall bear interest (computed on the basis of Old Notes that were originally issued under a year of 360 days comprised of twelve 30-day months) on 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 unpaid principal amount hereof at a rate of Old Notes that were issued in lieu of the payment of cash interest due on the Old Notes on February 15, 2017 and equal to nine percent (ii9.0%) New Unsecured Notes issued on the Settlement Date in respect of per annum. All accrued and unpaid interest on this Note shall be paid semi-annually, with the Old Notes that are tendered in first such payment coming due on September 30, 1999, and on the Exchange Offer through but excluding Maturity Date. Any prepayment hereunder shall be applied first to the Settlement Date); interest accrued and · removes certain restrictions unpaid hereon and then to conversion contained in Section 4.01(d) and the corresponding definition of “Note Trading Priceunpaid principal amount hereof.” Exhibit C Form of New Senior Note Indenture (Attached) EMERGENT CAPITAL, INC., as Issuer,

Purchasers. Name and Address of Purchasers Number of Shares Per Proportionate Share Purchase Price Aggregate Purchase Price $ 0.25 $ --------------------------------------- ------------------- Caiman Partners, L.P. 20.000% Contrarian Turnaround Equities, LLC 26.667% Greywolf Capital Partners II LP 10.000% QVT Fund LP 26.667% Sankaty Credit Opportunities, L.P. 8.286% Sankaty High Yield Asset Partners, L.P. 2.012% Sankaty High Yield Partners II, L.P. 2.677% Sankaty High Yield Partners III, L.P. 2.677% Sankaty Prospect Credit Partners, L.P. 1.014% EXHIBIT A LEGEND B FORM OF STANDBY COMMITMENT FEE WARRANT [Attached] FORM OF STANDBY COMMITMENT FEE WARRANT THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER 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 (AMENDED, OR UNDER THE “SECURITIES ACT”)LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES UNDER SAID ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED OR THE SECURITIES ARE SOLD AND TRANSFERRED IN A TRANSACTION THAT IS EXEMPT FROM OR NOT SUBJECT TO REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE OFFERING OF THIS SECURITY AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REVIEWED OR APPROVED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTANY STATE SECURITIES ADMINISTRATOR. DDi CORP. Date of Initial Issuance: _______________ Number of Shares: _______________ Initial Warrant Price: $_____ per share(1) Expiration Date: July 31, 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,2006

Purchasers. Name MALAYSIAN LIFE SCIENCES CAPITAL FUND, LTD. By: Malaysian Life Sciences Capital Fund Management Company Ltd, its Manager By: Name: Xx. Xxxxx Xxxx Wyse Title: Co-Chairman [*] Certain information in this document has been omitted and Address filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE C Form of Purchasers Number of Shares Per Share Purchase Price Aggregate Purchase Price $ 0.25 $ Amended and Restated License Agreement [SEE EXHIBIT A LEGEND THE SECURITIES REPRESENTED BY 10.4A] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE D Warrant Agreement [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. THIS CERTIFICATE HAVE SECURITY HAS 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, . NO SALE OR DISPOSITION MAY NOT BE OFFERED EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR SOLD EXCEPT PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN RECEIPT OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF NO-ACTION LETTER FROM THE SECURITIES ACT AND EXCHANGE COMMISSION. THE SALE OF THESE SECURITIES HAS NOT BEEN QUALIFIED WITH ANY STATE SECURITIES AUTHORITIES. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN ACCORDANCE COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, REASONABLE SATISFACTION OF THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO COMPANY AND LEGAL COUNSEL FOR THE COMPANY. Exhibit B Form Void after November 1, 2008 CODEXIS, INC. WARRANT AGREEMENT THIS CERTIFIES THAT, for value received, Equilon Enterprises LLC dba Shell Oil Products US, a Delaware limited liability company, having a place of New Convertible Note Indenture business at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 (Attached“Shell”) Exhibit B has been omitted pursuant and its registered assigns (hereinafter called the “Holder”) is entitled to instruction purchase from Codexis, Inc., a Delaware corporation (the “Company”) whose address is 000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000, at any time during the Term of the Warrant, as described in Section 2 hereof, a number of shares of the Company’s Series D Preferred Stock (the “Warrant Shares”) equal to Item 601 the quotient obtained by dividing (A) $3,000,000 by (B) the Warrant Price (as defined below). This Warrant Agreement is a “Warrant Agreement” as defined in that certain Collaborative Research Agreement (the “Research Agreement”), dated as of Regulation S-K. See Exhibit (b)(1) November 1, 2006 by and among the Company and Shell. This Warrant may be exercised in whole or in part, at the option of the Holder of this Schedule TO for the form of indenture between U.S. Bank National Association, as trusteeWarrant, and Emergent Capitalthe Holder is also entitled to exercise the other appurtenant rights, 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) powers 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 Priceprivileges hereinafter set forth.” Exhibit C Form of New Senior Note Indenture (Attached) EMERGENT CAPITAL, INC., as Issuer,

Purchasers. Name Print full legal name of Purchaser By: -------------------------------------- Signature of Authorized Representative Name: ------------------------------------ Its: ------------------------------------- APPENDIX A __________, 2002 GENUS, INC. FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial holder of shares of common stock, no par value per share (the "Common Stock"), of Genus, Inc. ("Genus" or "Registrant"), issued or issuable upon conversion of Genus' 7% Convertible Subordinated Notes due 2005 (the "Notes") or exercise of warrants to purchase Common Stock, (collectively such shares are the "Registrable Shares") understands that the Registrant has filed or intends to file with the Securities and Address Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of Purchasers Number the Securities Act 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 as amended (THE “SECURITIES ACT”the "Securities Act" ), ANDof the Registrable Shares, ACCORDINGLYin accordance with the terms of the Registration Rights Agreement, MAY dated as of August 14, 2002 (the "Registration Rights Agreement"), between Genus and the purchasers named therein. A copy of the Registration Rights Agreement is available from Genus upon request at the address set forth below. Each capitalized term not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Shares is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Shares generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Shares and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to Genus within 10 Business Days of the date of this Notice and Questionnaire as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Shares pursuant to the Shelf Registration Statement. Notwithstanding the foregoing, transferees of all or any portion of the Registrable Shares may complete this Notice and Questionnaire and deliver it to Genus on or prior to the 20th business day after the date of completion of the transfer to such transferee. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus at the time of effectiveness. BENEFICIAL OWNERS THAT DO NOT COMPLETE THIS NOTICE AND QUESTIONNAIRE AND TIMELY DELIVER IT TO GENUS SHALL NOT BE OFFERED OR SOLD EXCEPT NAMED AS SELLING SECURITYHOLDERS IN THE PROSPECTUS INCLUDED IN THE SHELF REGISTRATION STATEMENT AND THEREFORE SHALL NOT BE PERMITTED TO SELL ANY REGISTRABLE SHARES PURSUANT TO AN EFFECTIVE THE SHELF 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 COMPANYSTATEMENT. Exhibit B Form of New Convertible Note Indenture (Attached) Exhibit B Genus has been omitted agreed to pay liquidated damages 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, Registration Rights Agreement under certain circumstances 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 set forth therein. Certain legal consequences arise from being named 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 a selling securityholder in the Exchange Offer through but excluding the Settlement Date); and · removes certain restrictions to conversion contained in Section 4.01(d) Shelf Registration Statement and the corresponding definition related prospectus. Accordingly, holders and beneficial owners of “Note Trading PriceRegistrable Shares are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.” Exhibit C Form of New Senior Note Indenture (Attached) EMERGENT CAPITAL, INC., as Issuer,