0001047469-17-002704 Sample Contracts

and U.S. Bank National Association, as Trustee INDENTURE Dated as of [ ], 2017 5.00% Senior Unsecured Convertible Notes due 2023
Indenture • April 18th, 2017 • Emergent Capital, Inc. • Life insurance • New York

THIS INDENTURE, dated as of [ ], 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”).

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MASTER TRANSACTION AGREEMENT
Master Transaction Agreement • April 18th, 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”).

AMENDMENT TO MASTER TRANSACTION AGREEMENT
Master Transaction Agreement • April 18th, 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.”

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