0001494448-17-000085 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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Indenture Trustee
Emergent Capital, Inc. • August 14th, 2017 • Life insurance • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of May 15, 2017 (the “Second Supplemental Indenture”), among 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”).

CONSENT AND FORBEARANCE AGREEMENT
Consent and Forbearance Agreement • August 14th, 2017 • Emergent Capital, Inc. • Life insurance • New York

This Consent and Forbearance Agreement (this “Agreement”) is entered into as of June 21, 2017 by and among Emergent Capital, Inc., a Florida corporation (the “Company”), each of the holders listed on the signature pages hereto (each a “Noteholder,” and collectively, the “Noteholders”), and Wilmington Trust, National Association, as indenture trustee (the “Trustee”), relating to the Indenture, dated as of March 11, 2016 (as amended supplemented or otherwise modified from time to time, the “Indenture”), among the Company and the Trustee.

Indenture Trustee
Emergent Capital, Inc. • August 14th, 2017 • Life insurance • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of June 28, 2017 (the “Third Supplemental Indenture”), among 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”).

SECURITIES PURCHASE AGREEMENT between EMERGENT CAPITAL, INC. and
Securities Purchase Agreement • August 14th, 2017 • Emergent Capital, Inc. • Life insurance • New York
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