IMPERIAL HOLDINGS, INC. [16,666,667] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2011 • Imperial Holdings, LLC • Finance services • New York
FBR CAPITAL MARKETS & CO. as Representative of the several Underwriters c/o FBR Capital Markets & Co. 1001 19th Street North Arlington, Virginia 22209
EMERGENT CAPITAL, INC., and U.S. Bank National Association, as Trustee INDENTURE Dated as of July 28, 2017 5.00% Senior Unsecured Convertible Notes due 2023Indenture • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
THIS INDENTURE, dated as of, July 28, 2017, is between Emergent Capital, Inc., a corporation duly organized under the laws of the State of Florida (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
INDENTURE dated as of [ ], 2017 between Emergent Capital, Inc., a Florida corporation (the “Issuer”) and Wilmington Trust, National Association, as indenture trustee (as more fully defined in Section 1.01, the “Indenture Trustee”).
IMPERIAL HOLDINGS, INC., and U.S. Bank National Association, as Trustee INDENTURE Dated as of February 21, 2014 8.50% Senior Unsecured Convertible Notes due 2019Indenture • February 21st, 2014 • Imperial Holdings, Inc. • Life insurance • New York
THIS INDENTURE, dated as of February 21, 2014, is between Imperial Holdings, Inc., a corporation duly organized under the laws of the State of Florida (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”).
AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Amendment to Master Transaction Agreement (this “Amendment”), entered into this 7th day of April, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and between Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders parties thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Amendment No. 1 to Master Transaction Agreement (this “Amendment”), entered into this 19th day of June, 2017, amends that certain Master Transaction Agreement made as of May 12, 2017, as amended to date and from time to time (the “Agreement”), by and among Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED FINANCING AGREEMENT Dated as of March 12, 2010 by and among IMPERIAL PFC FINANCING II, LLC, as Borrower, CEDAR LANE CAPITAL LLC (f/k/a, LoIC LLC), as Lender, and EBC ASSET MANAGEMENT, INC. as Administrative Agent and...Financing Agreement • November 10th, 2010 • Imperial Holdings, LLC • Finance services • New York
This Agreement amends and restates that certain Financing Agreement, dated as of September 14, 2009, by and among the Borrower, the Lender, the Collateral Agent and the Administrative Agent, as previously amended and restated on December 2, 2009.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2018 • Emergent Capital, Inc. • Life insurance • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 13, 2018, between Imperial Finance and Trading, LLC (the “Company”) and Jack Simony (“Executive”).
WARRANT AGREEMENT Dated as of April 10, 2014 Between IMPERIAL HOLDINGS, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrants for Common Stock of Imperial Holdings, Inc.Warrant Agreement • March 14th, 2016 • Emergent Capital, Inc. • Life insurance • Florida
WARRANT AGREEMENT dated as of April 10, 2014 (this “Agreement”), between IMPERIAL HOLDINGS, INC., a Florida corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Warrant Agent (the “Warrant Agent”).
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • November 10th, 2010 • Imperial Holdings, LLC • Finance services • Florida
This Executive Employment and Severance Agreement (“Agreement”) is entered into as of November 8th, 2010 between Antony Mitchell, an individual residing in the State of Florida (the “Executive”) and Imperial Holdings, LLC (the “Company”).
Severance AgreementSeverance Agreement • October 5th, 2012 • Imperial Holdings, Inc. • Life insurance • Florida
This Severance Agreement (this “Agreement”) is dated as of January , 2012 and is made by and between Imperial Holdings, Inc., a Florida corporation (the “Company”), and Miriam Martinez (“Employee”).
December 5, 2019Retention Agreement • December 16th, 2019 • Emergent Capital, Inc. • Life insurance • New York
Imperial Finance and Trading, LLC (the “Company”) is pleased to offer you a retention payment as described in this letter agreement (the “Retention Agreement”) in consideration of your continued support of the Company and its restructuring into an Irish entity (the “Transaction”). By signing this Retention Agreement, you agree to be bound by the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of EMERGENT CAPITAL, INC.Security Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, in accordance with the vesting provisions of Section 2(b) hereof and on or prior to the close of business on July 28, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Emergent Capital, Inc., a Florida corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c). This Warrant is issued to Holder pursuant to one or more Master Transaction Agreement(s), dated as of March 15, 2017 and May 12, 2017, as amended to date and from time to time, among the Company, PJC Investments, LLC and the applicable Consenting Convertib
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2013 • Imperial Holdings, Inc. • Life insurance • Florida
EMPLOYMENT AGREEMENT (“Agreement”) dated as of December 30, 2013 by and between Imperial Holdings, Inc., a Florida corporation (the “Company”), and Miriam Martinez (the “Executive”) (each a “Party” and together, the “Parties”).
COMMON STOCK PURCHASE AGREEMENT among EMERGENT CAPITAL, INC. and THE PURCHASERS REFERRED TO HEREIN July 28, 2017Common Stock Purchase Agreement • August 1st, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of July 28, 2017, by and among Emergent Capital, Inc., a Florida corporation (the “Company”), and each purchaser listed on Schedule 1 attached hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT Dated as of May 21, 2013 WASHINGTON SQUARE FINANCIAL, LLC as the Seller and COMPASS SETTLEMENTS LLC as the PurchaserPurchase and Sale Agreement • August 13th, 2013 • Imperial Holdings, Inc. • Life insurance • Georgia
This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of May 21, 2013 (the “Amendment Date”) is made by and between WASHINGTON SQUARE FINANCIAL, LLC, a Georgia limited liability company (the “Seller”), and COMPASS SETTLEMENTS LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 2 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Amendment No. 2 to Master Transaction Agreement (this “Amendment”), entered into this 19th day of June, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and among Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • November 10th, 2010 • Imperial Holdings, LLC • Finance services • New York
PLEDGE AND SECURITY AGREEMENT, dated as of November ___, 2009 (this “Agreement”), made by Imperial Premium Finance, LLC, a Florida limited liability company (the “Pledgor”), in favor of EBC Asset Management, Inc., a New York corporation (“EBC”), in its capacity as collateral agent (in such capacity, together with any successors or assigns in such capacity, if any, the “Collateral Agent”) on behalf of the Lenders referred to below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 11, 2017, by and between Emergent Capital, Inc., a Florida corporation (the “Company”), and Brennan Opportunities Fund I LP, a Delaware limited partnership (the “Purchaser”, and together with the Company, the “Parties”).
RESTRUCTURING SUPPORT AGREEMENT (Senior Notes) This RESTRUCTURING SUPPORT AGREEMENT (Senior Notes) (together with all exhibits, schedules and attachments hereto, as amended, supplemented or otherwise modified from time to time, this “Agreement”),...Restructuring Support Agreement • October 15th, 2020 • Emergent Capital, Inc. • Life insurance • Delaware
AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Amendment to Master Transaction Agreement (this “Amendment”), entered into this 7th day of April, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and between Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders parties thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
This Amendment No. 2 to Master Transaction Agreement (this “Amendment”), entered into this 19th day of June, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and among Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • November 10th, 2010 • Imperial Holdings, LLC • Finance services • Florida
This Executive Employment and Severance Agreement (“Agreement”) is entered into as of November 8, 2010 between Deborah Benaim (the “Executive”) and Imperial Holdings, LLC (the “Company”).
LOAN AND SECURITY AGREEMENT Dated as of July 16, 2015 Among RED FALCON TRUST, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders IMPERIAL FINANCE & TRADING, LLC as Guarantor BLUE HERON DESIGNATED ACTIVITY COMPANY, As Portfolio...Loan and Security Agreement • December 15th, 2015 • Emergent Capital, Inc. • Life insurance • New York
THIS LOAN AND SECURITY AGREEMENT (this “Loan Agreement”) is made and entered into as of July 16, 2015, among RED FALCON TRUST, a Delaware statutory trust (the “Borrower”), IMPERIAL FINANCE & TRADING, LLC, a Florida limited liability company, as Guarantor (in such capacity, the “Guarantor”), BLUE HERON DESIGNATED ACTIVITY COMPANY, a designated activity company limited by shares and duly incorporated in Ireland, as Portfolio Administrator (in such capacity, the “Portfolio Administrator”), LNV Corporation, a Nevada corporation, as initial lender (the “Initial Lender”), the financial institutions party hereto as Lenders (together with the Initial Lender, the “Lenders”), and CLMG Corp., a Texas corporation, as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
IMPERIAL HOLDINGS, INC., as Issuer, and the Guarantors named herein 12.875% Senior Secured Notes INDENTURE Dated as of November 10, 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture TrusteeIndenture • November 10th, 2014 • Imperial Holdings, Inc. • Life insurance • New York
INDENTURE dated as of November 10, 2014 among Imperial Holdings, Inc., a Florida corporation (the “Issuer”), the Guarantors identified on the signature pages hereto and from time to time a party hereto, and Wilmington Trust, National Association, as indenture trustee (as more fully defined in Section 1.01, the “Indenture Trustee”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of January 31, 2017 Among WHITE EAGLE ASSET PORTFOLIO, LP, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders IMPERIAL FINANCE & TRADING, LLC as Initial Servicer, as...Loan and Security Agreement • March 21st, 2017 • Emergent Capital, Inc. • Life insurance • New York
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Loan Agreement”) is made and entered into as of January 31, 2017, among WHITE EAGLE ASSET PORTFOLIO, LP, a Delaware limited partnership (the “Borrower”), IMPERIAL FINANCE & TRADING, LLC, a Florida limited liability company, as Initial Servicer (in such capacity, the “Initial Servicer”), as Initial Portfolio Manager (in such capacity, the “Initial Portfolio Manager”) and as Guarantor (in such capacity, the “Guarantor”), LAMINGTON ROAD BERMUDA LTD., a Bermuda company, as Portfolio Manager (in such capacity, the “Portfolio Manager”), LNV Corporation, a Nevada corporation, as initial lender (the “Initial Lender”), the financial institutions party hereto as Lenders (together with the Initial Lender, the “Lenders”), and CLMG Corp., a Texas corporation, as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
OMNIBUS CLAIMS SETTLEMENT AGREEMENT Dated as of September 8, 2010 by and between IMPERIAL PFC FINANCING, LLC and LEXINGTON INSURANCE COMPANYOmnibus Claims Settlement Agreement • November 19th, 2010 • Imperial Holdings, LLC • Finance services • New York
This Omnibus Claims Settlement Agreement is made as of September 8, 2010 by and between Imperial PFC Financing, LLC, an Illinois limited liability company (including its successors and permitted assigns hereunder, “Imperial PFC”), and Lexington Insurance Company, a Delaware insurance company (including its successors and permitted assigns hereunder, “Lexington”).
EMERGENT CAPITAL, INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Second Supplemental Indenture Dated as of December 10, 2018 to Amended and Restated Indenture Dated as of July 28, 2017Second Supplemental Indenture • December 14th, 2018 • Emergent Capital, Inc. • Life insurance • New York
SECOND SUPPLEMENTAL INDENTURE, (this “Second Supplemental Indenture”), dated as of December 10, 2018 (the “Second Supplemental Effective Date”) between EMERGENT CAPITAL, INC., a corporation duly organized and existing under the laws of the State of Florida (herein called the “Issuer”), having its principal office at 5355 Town Center Road, Suite 701, Boca Raton, Florida 33486, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as Indenture Trustee (solely in such capacity, the “Indenture Trustee”).
SETTLEMENT AGREEMENTSettlement Agreement • August 12th, 2010 • Imperial Holdings, LLC • Florida
THIS SETTLEMENT AGREEMENT (the “Agreement”) is made as of the 19th day of May, 2009, by and among Sovereign Life Financing, LLC, a Delaware limited liability company (“Sovereign”), Imperial Premium Finance, LLC, a Florida limited liability company (“IPF”) (IPF and Sovereign are collectively referred to hereinafter as the “Sovereign Entities”) and Acorn Capital Group, LLC, a Delaware limited liability company (“Acorn”).
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
SECOND AMENDMENT, dated as of July 23, 2009 (this “Amendment”), to the Financing Agreement, dated as of March 13, 2009, as amended by that certain First Amendment to Financing Agreement dated as of April 30, 2009, as amended, supplemented or otherwise modified from time to time (as so amended, the “Financing Agreement”), by and among Imperial Life Financing II, LLC, a Georgia limited liability company (the “Borrower”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), White Oak Global Advisors, LLC, a Delaware limited liability company (“White Oak”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and White Oak, as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
IMPERIAL HOLDINGS, INC. 2010 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services
You have been granted an option (the “Option”) to purchase shares of common stock (“Common Stock”) of Imperial Holdings, Inc., a Florida corporation (the “Company”), pursuant to the Imperial Holdings, Inc. 2010 Omnibus Incentive Plan (the “Plan”) and this Stock Option Award Agreement (the “Option Agreement”). Your Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Capitalized terms used but not defined in this Option Agreement shall have the same meaning as set forth in the Plan.
Indenture TrusteeFirst Supplemental Indenture • August 20th, 2018 • Emergent Capital, Inc. • Life insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of January 10, 2018 (the “First Supplemental Indenture”), between EMERGENT CAPITAL, INC., a corporation duly organized and existing under the laws of the State of Florida (herein called the “Issuer”), having its principal office at 5355 Town Center Road, Suite 701, Boca Raton, Florida 33486, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as Indenture Trustee (solely in such capacity, the “Indenture Trustee”).
ASSUMPTION AGREEMENTAssumption Agreement • August 21st, 2019 • Emergent Capital, Inc. • Life insurance • New York
THIS ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of August 16, 2019 (this “Agreement”), is entered into by and among White Eagle Asset Portfolio, LP, a Delaware limited partnership (the “Partnership”) and Lamington Road Designated Activity Company, a designated activity company incorporated with limited liability under the laws of Ireland (“Lamington Road”), and for purposes of Section 3 hereof, Emergent Capital, Inc., a Florida corporation (“Parent”), Imperial Finance & Trading, LLC, a Florida limited liability company (“Imperial”), and White Eagle General Partner, LLC, a Delaware limited liability company and the general partner of the Partnership (the “Withdrawing General Partner” and, together with the Partnership, Lamington Road, Parent and Imperial, the “Parties”, and each a “Party”).
SERVICING AGREEMENT dated as of February 1, 2010 by and among SLATE CAPITAL LLC as the Purchaser, HAVERHILL RECEIVABLES, LLC as the Seller and WASHINGTON SQUARE FINANCIAL, LLC d/b/a IMPERIAL STRUCTURED SETTLEMENTS as the Servicer Certain portions...Servicing Agreement • October 1st, 2010 • Imperial Holdings, LLC • Finance services • New York
This SERVICING AGREEMENT, dated as of February 1, 2010 (this “Agreement”), is entered into by and among SLATE CAPITAL LLC, a Delaware limited liability company (“Slate”), and any other affiliate of Slate that may become a party hereto from time to time with Haverhill’s (as defined below) and Imperial’s (as defined below) consent (such consent not to be unreasonably withheld or delayed), as purchaser (the “Purchaser”), HAVERHILL RECEIVABLES, LLC, a Georgia limited liability company, as seller (the “Seller”), and WASHINGTON SQUARE FINANCIAL, LLC d/b/a IMPERIAL STRUCTURED SETTLEMENTS, a Georgia limited liability company, as servicer (in such capacity, the “Servicer” or, in its individual capacity, “Imperial”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MASTER TERMINATION AGREEMENT AND RELEASEMaster Termination Agreement • August 13th, 2013 • Imperial Holdings, Inc. • Life insurance • New York
This MASTER TERMINATION AGREEMENT AND RELEASE (this “Agreement”), effective as of April 30, 2013 (the “Effective Date”), is by and among Lexington Insurance Company (the “Insurer”) and the parties listed on Schedule I hereto (the “LPIC Parties”).
