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”).
MASTER TERMINATION AGREEMENTMaster Termination Agreement • August 21st, 2019 • Emergent Capital, Inc. • Life insurance • New York
This MASTER TERMINATION AGREEMENT (this "Agreement"), dated as of August 16, 2019 (the "Closing Date"), is entered into by and among White Eagle General Partner, LLC, a Delaware limited liability company (the "GP Pledgor"), Lamington Road Designated Activity Company, a designated activity company incorporated with limited liability under the laws of Ireland (the "LP Pledgor" and together with the GP Pledgor, the "Pledgors"), White Eagle Asset Portfolio, LP, a Delaware limited partnership ("White Eagle"), Lamington Road Bermuda Ltd., a Bermuda company (the "Portfolio Manager"), Markley Asset Portfolio, LLC, a Delaware limited liability company ("Markley"), CLMG Corp., as administrative agent under the Loan Agreement (as defined below) (the "Administrative Agent") and under the DIP Loan Agreement (as defined in the DIP Order defined below, the “DIP Agent”), LNV Corporation, as initial lender under the Loan Agreement (the "Initial Lender") and DIP Lender (as defined in the DIP Order defin
WHITE EAGLE ASSET PORTFOLIO, LP SUBSCRIPTION AGREEMENT DATED AUGUST 16, 2019Subscription Agreement • August 21st, 2019 • Emergent Capital, Inc. • Life insurance • New York
THIS SUBSCRIPTION AGREEMENT, dated as of August 16, 2019 (this “Agreement”), is entered into by and among Palomino JV, L.P., a Cayman exempted limited partnership (“Purchaser”), White Eagle Asset Portfolio, LP, a Delaware limited partnership (the “Partnership”), White Eagle General Partner, LLC, a Delaware limited liability company (the “Withdrawing General Partner”), Lamington Road Designated Activity Company, a designated activity company incorporated with limited liability under the laws of Ireland (“Lamington Road”, and together with the Withdrawing General Partner, the “Seller Parties”), and Emergent Capital, Inc., a Florida corporation (“Parent”, and together with Purchaser, the Partnership, the Withdrawing General Partner and Lamington Road, the “Parties”, and each a “Party”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 21st, 2019 • Emergent Capital, Inc. • Life insurance • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of the 16th day of August, 2019, by and between Emergent Capital, Inc., a Florida corporation (the “Indemnitor”), and Wilmington Trust, National Association (together with its successors and assigns “Wilmington Trust”).
PLEDGE AGREEMENTPledge Agreement • August 21st, 2019 • Emergent Capital, Inc. • Life insurance • New York
THIS PLEDGE AGREEMENT, dated as of 16, 2019 (this “Pledge Agreement”), is entered into by and among Lamington Road Designated Activity Company, a designated activity company limited by shares (incorporated and existing under the laws of Ireland with its registered office at 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland and registration number 541559) (the “Pledgor”), Wilmington Trust, National Association (“Wilmington Trust”), as collateral agent (in such capacity, the “Collateral Agent”), and Palomino JV, L.P., a Cayman exempted limited partnership (together with any subsequent, successor or additional Purchaser Indemnified Party, the “Secured Parties” and each, a “Secured Party”)
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP by and amongLimited Partnership Agreement • August 21st, 2019 • Emergent Capital, Inc. • Life insurance • Delaware
This Amended and Restated Agreement of Limited Partnership (together with the attached schedules, this “Agreement”) of White Eagle Asset Portfolio, LP (the “Partnership”) is made, entered into and effective as of August 16, 2019 (the “Effective Date”), by and among White Eagle General Partner, LLC, a Delaware limited liability company, as the withdrawing general partner (the “Withdrawing General Partner”), Palomino JV GP Limited, a Cayman limited company, as the new general partner (the “New General Partner”), the party whose name and address are set forth on Schedule A-1 hereto as the Class A Limited Partner, the party whose name and address are set forth on Schedule B-1 hereto as the Class B Limited Partner, the parties whose names and addresses are set forth on Schedule D-1 hereto as Class D Limited Partners, and such other parties that are admitted as limited partners in accordance with the terms hereof (each a “Limited Partner,” and together with the New General Partner, the “Part
