EMERGENT CAPITAL, INC. |
(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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29102N105
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(CUSIP Number)
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Brett Lawrence
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
212-806-5422
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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July 28, 2017
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Robert C. Knapp
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(See Item 2)
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 (See Item 5)
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8
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SHARED VOTING POWER
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0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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0 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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0 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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⊠ See Item 5
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0 (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Ironsides Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(See Item 2) |
(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 (See Item 5)
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8
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SHARED VOTING POWER
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0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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0 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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0 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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⊠ See Item 5 |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0 (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Ironsides P Fund L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(See Item 2) |
(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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0 (See Item 5)
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8
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SHARED VOTING POWER
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0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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0 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
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0 (See Item 5)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 5)
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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⊠ See Item 5 |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0 (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Ironsides Partners Special Situations Master Fund II L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(See Item 2) |
(b)
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☒
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|||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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0 (See Item 5)
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|||
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8
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SHARED VOTING POWER
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0 (See Item 5)
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||||
9
|
SOLE DISPOSITIVE POWER
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0 (See Item 5)
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
|
|
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||
0 (See Item 5)
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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0 (See Item 5)
|
|
|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
|
||
⊠ See Item 5 |
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|
|||
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||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0 (See Item 5)
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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a. | Name |
b. | Residence or Business Address |
c. | Occupation |
d.-e. | Convictions and Civil Judgments |
f. | Citizenship |
a. |
As of July 28, 2017, the Reporting Persons are not beneficial owners of the Issuer's Common Stock. Notwithstanding, as of immediately after the consummation of the Recapitalization Transactions, the Reporting Persons held (a) $30,352,665 in aggregate principal amount of 5.00% Convertible Notes, (b) $500 in aggregate principal amount of 8.50% Convertible Notes and (c) Common Stock Purchase Warrants to purchase up to 2,000,000 shares of Common Stock. If fully convertible or exercisable, the Reporting Persons would own (i) 15,176,333 shares of Common Stock in respect of the conversion of the 5.00% Convertible Notes (representing 9.57% of the outstanding shares of Common Stock), (ii) 75 shares of Common Stock in respect of the conversion of the 8.50% Convertible Notes (representing less than .01% of the outstanding shares of Common Stock) and (iii) 2,000,000 shares of Common Stock in respect of the exercise of the Common Stock Purchase Warrants (representing 1.38% of the outstanding shares of Common Stock), and if all 8.50% Convertible Notes, 5.00% Convertible Notes and Common Stock Purchase Warrants held by P Fund and Master Fund were converted or exercised, the Reporting Persons would own, in the aggregate, 17,176,408 shares of Common Stock representing 10.70% of the outstanding shares of Common Stock.1 As of immediately after the consummation of the Recapitalization Transactions, P Fund held $21,447,283 in aggregate principal amount of 5.00% Convertible Notes, representing 10,723,642 shares of Common Stock issuable upon conversion of such 5.00% Convertible Notes and a Common Stock Purchase Warrant exercisable into 1,413,206 shares of Common Stock. As of immediately after the consummation of the Recapitalization Transactions, Master Fund held $8,905,382 in aggregate principal amount of 5.00% Convertible Notes, representing 4,452,691 shares of Common Stock issuable upon conversion of such 5.00% Convertible Notes, $500 in aggregate principal amount of 8.50% Convertible Notes, representing 75 shares of Common Stock issuable upon conversion of such 8.50% Convertible Notes and a Common Stock Purchase Warrant exercisable into 586,794 shares of Common Stock. By virtue of his relationship with P Fund, Master Fund and Ironsides, Mr. Knapp may have been deemed to be the beneficial owner of the 8.50% Convertible Notes held by Master Fund, the 5.00% Convertible Notes held by P Fund and Master Fund and the Common Stock Purchase Warrants held by P Fund and Master Fund. The conversion of the 5.00% Convertible Notes and the 8.50% Convertible Notes and the exercise of the Common Stock Purchase Warrants are subject to a limitation imposed by Florida State law that voids any conversion of the 5.00% Convertible Notes and the 8.50% Convertible Notes and the exercise of the Common Stock Purchase Warrants to the extent that, after such conversion or exercise, the holder thereof would, directly or indirectly, own more than 10% of the outstanding shares of Common Stock, unless such holder has first applied for and obtained regulatory approval from the Florida Office of Insurance Regulation. The Reporting Persons have not sought, and have no intention to seek, such approval, and as such, the Reporting Persons may convert the 5.00% Convertible Notes and/or the 8.50% Convertible Notes and exercise the Common Stock Purchase Warrants into no more than approximately 9,048,289 shares of Common Stock.
1 Based on 143,413,844 shares of Common Stock outstanding as of immediately after the consummation of the Recapitalization Transactions, as provided by the Issuer.
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b. |
By reason of his control of Ironsides and the General Partner of each of Master Fund and P Fund as described in Item 2, Mr. Knapp may be deemed to possess the power to vote and dispose of the securities directly owned by Master Fund and P Fund.
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c. |
The transactions with respect to the Issuer effected by the Reporting Persons in the past 60 days are set forth below.
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Transactions in securities of Emergent Capital, Inc.
convertible or exercisable into Common Stock during the preceding 60 days
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Transaction Date
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Party
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Security
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Acquired/Disposed
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Amount
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Price
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7/28/2017
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P Fund
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8.50% Convertible Notes
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Disposed
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$20,652,450
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8.50% Convertible Notes were exchanged for 5.00% Convertible Notes in the Exchange Offer.
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7/28/2017
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Master Fund
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8.50% Convertible Notes
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Disposed
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$8,575,350
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8.50% Convertible Notes were exchanged for 5.00% Convertible Notes in the Exchange Offer.
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7/28/217
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P Fund
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5.00% Convertible Notes
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Acquired
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$21,447,283
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5.00% Convertible Notes were received in connection with the settlement of the Exchange Offer.
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7/28/2017
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Master Fund
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5.00% Convertible Notes
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Acquired
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$8,905,382
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5.00% Convertible Notes were received in connection with the settlement of the Exchange Offer.
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7/28/2017
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P Fund
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Common Stock Purchase Warrant
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Acquired
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Right to Purchase to 1,413,206 shares of Common Stock
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Acquired in connection with the Rights Purchase Agreement, whereby rights to purchase shares of Common Stock in the Rights Offering were sold in exchange for the right to receive the Common Stock
Purchase Warrants.
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7/28/2017
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Master Fund
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Common Stock Purchase Warrant
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Acquired
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Right to Purchase 586,794 shares of Common Stock
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Acquired in connection with the Rights Purchase Agreement, whereby rights to purchase shares of Common Stock in the Rights Offering were sold in exchange for the right to receive the Common Stock
Purchase Warrants.
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d. |
No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.
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e. |
Not applicable.
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IRONSIDES PARTNERS LLC
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By:
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/s/ Robert C. Knapp
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Name: Robert C. Knapp
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Title: President
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Robert C. Knapp
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/s/ Robert C. Knapp
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IRONSIDES P. FUND L.P.
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By: | Ironsides P Fund GP LLC, its General Partner | |
By:
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/s/ Robert C. Knapp
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Name: Robert C. Knapp
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Title: Manager
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IRONSIDES PARTNERS SPECIAL SITUATIONS MASTER FUND II L.P.
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By: | Ironside Partners Special Situations Fund GP LLC, its General Partner | |
By:
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/s/ Robert C. Knapp
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Name: Robert C. Knapp
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Title: Manager
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IRONSIDES PARTNERS LLC
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By:
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/s/ Robert C. Knapp
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Name: Robert C. Knapp
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Title: President
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Robert C. Knapp
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/s/ Robert C. Knapp
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Name: Robert C. Knapp
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IRONSIDES P. FUND L.P.
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By: | Ironsides P Fund GP LLC, its General Partner | |
By:
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/s/ Robert C. Knapp
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Name: Robert C. Knapp
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Title: Manager
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IRONSIDES PARTNERS SPECIAL SITUATIONS MASTER FUND II L.P.
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By: | Ironside Partners Special Situations Fund GP LLC, its General Partner | |
By:
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/s/ Robert C. Knapp
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Name: Robert C. Knapp
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Title: Manager
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1. |
CONVERTIBLE NOTE TENDER
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2. |
SALE OF RIGHTS
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2.3.1. |
The Purchaser hereby directs the Sellers, for the benefit of the Purchaser, to (i) indicate on the Letter of Transmittal submitted by the Sellers in connection with the Exchange Offer or (ii) make such elections with their prime brokers in connection with the Exchange Offer, in either case, in order to subscribe for a Full Allotment (as defined in the Exchange Offer) and an Additional Full Allotment (as defined in the Exchange Offer) in connection with the exercise of the Exchange Common Stock Purchase Rights.
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2.3.2. |
After the Sellers receive notice from the Company regarding the amount of Shares allocated to the Sellers for the benefit of the Purchaser in connection with the exercise of the Exchange Common Stock Purchase Rights described above, the Sellers shall provide such notice (or a copy thereof) to the Purchaser. Upon receipt of such notice (or copy thereof), the Purchaser or its designee(s), if any, will provide for the payment of the purchase price for the Shares allocated to the Sellers for the benefit of the Purchaser in connection with the exercise of the Exchange Common Stock Purchase Rights described above in accordance with procedures set forth in the Exchange Offer and the Letter of Transmittal or as otherwise directed or permitted by the Company and the Information and Exchange Agent (as defined in the Exchange Offer). For the avoidance of doubt, the Company, the Purchaser and the Sellers acknowledge and agree that the Purchaser shall be solely liable for the payment to the Company in respect of the Shares allocated to the Sellers for the benefit of the Purchaser in connection with the exercise of the Exchange Common Stock Purchase Rights described above and the Sellers will have no obligation hereunder to provide for any payment to the Company in respect of the Shares allocated to the Sellers for the benefit of the Purchaser in connection with the exercise of the Exchange Common Stock Purchase Rights described above.
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2.3.3. |
The Sellers will indicate, when and as appropriate to the Information and Exchange Agent and/or the Company with respect to the concurrent settlement of the Exchange Offer and the Closing, to have the Shares allocated to the Sellers for the benefit of the Purchaser in connection with the exercise of the Exchange Common Stock Purchase Rights described above issued by the Company directly to the Purchaser and/or its designee(s) upon payment for such shares by the Purchaser and/or its designee(s). For the avoidance of doubt, the Company, the Purchaser and the Sellers acknowledge and agree that any Shares allocated to the Sellers for the benefit of the Purchaser in connection with the exercise of the Exchange Common Stock Purchase Rights described above shall be issued by the Company directly to the Purchaser and/or its designee(s).
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3. |
REPRESENTATIONS, WARRANTIES AND COVENANTS
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3.1.1. |
Organization, Authority, Execution and Enforceability. Such Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.
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3.1.2. |
Consents and Approvals. No consent, approval, authorization or order of, or filing with, any governmental body or any court is required to be obtained or made by such Seller for the consummation of the transactions contemplated by this Agreement.
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3.1.3. |
No Violation of Law or Agreement. Neither the execution and delivery of this Agreement by such Seller, nor the consummation of the transactions contemplated hereby by such Seller, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to such Seller.
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3.1.4. |
Ownership. Such Seller beneficially owns good and marketable title to the Convertible Notes being tendered into the Exchange Offer by it, and will beneficially own good title to the Exchange Common Stock Purchase Rights with respect to the Convertible Notes beneficially owned by such Seller that are accepted by the Company in the Exchange Offer, free and clear of any taxes or encumbrances; and assuming (a) the expiration of the Exchange Offer and (b) the acceptance by the Company of Convertible Notes beneficially owned by such Seller, such Seller will have conveyed to the Purchaser or its designee(s), if any, good title to the Exchange Common Stock Purchase Rights being transferred with respect to the Convertible Notes beneficially owned by such Seller that are accepted by the Company in the Exchange Offer, free and clear of any security interests, liens, adverse claims, taxes or encumbrances.
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3.2.1. |
Organization, Authority, Execution and Enforceability. The Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.
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3.2.2. |
Investment Representations. The Purchaser and each designee of the Purchaser, if any, is an "accredited investor" as defined in Rule 501(a) promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. The Purchaser agrees and each designee of the Purchaser, if any, shall agree that it will be acquiring the Exchange Common Stock Purchase Rights and the Shares issued in connection therewith for investment purposes, with no intention of distributing or reselling them or any interest therein. The Purchaser represents that it and each designee of the Purchaser, if any, has the capacity to evaluate the merits and risks of its investment in the Exchange Common Stock Purchase Rights and the Shares issued in connection therewith and to bear all economic risks of investment in the Exchange Common Stock Purchase Rights and the Shares issued in connection therewith, including a complete loss of its investment. The Purchaser represents that it and each designee of the Purchaser, if any, has had the opportunity to review such disclosure regarding the Company, its business, its financial condition and its prospects, including the Company's publicly available SEC filings, as the Purchaser and each designee of the Purchaser, if any, has determined to be necessary in connection with the purchase of the Exchange Common Stock Purchase Rights. The Purchaser acknowledges on behalf of itself and each designee of the Purchaser, if any, that the Seller has not made any representation to the accuracy or completeness of any of the SEC filings of the Company.
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3.2.3. |
Exempted Transaction. The Purchaser and each designee of the Purchaser, if any, understands that the Exchange Common Stock Purchase Rights and the Shares issued in connection therewith are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, have not been registered under the Securities Act or the securities laws of any state, and will be "restricted securities" as said term is defined in Rule 144 of the rules and regulations promulgated under the Securities Act.
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3.2.4. |
Consents and Approvals. No consent, approval, authorization or order of, or filing with, any governmental body or any court is required to be obtained or made by the Purchaser and/or its designee(s) for the consummation of the transactions contemplated by this Agreement, other than the written approval of the Florida Office of Insurance Regulation, if applicable.
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3.2.5. |
No Violation of Law or Agreement. Neither the execution and delivery of this Agreement by the Purchaser and/or its designee(s), nor the consummation of the transactions contemplated hereby by the Purchaser, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to the Purchaser.
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3.2.6. |
Sufficiency of Financing. The Purchaser and/or its designee(s), if any, has, and at the Closing, will have sufficient immediately available funds to purchase, in accordance with Section 2.3.2, the Shares that it is hereby directing the Sellers to subscribe for in connection with such Sellers' Exchange Common Stock Purchase Rights and to otherwise consummate the transactions contemplated by this Agreement.
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4. |
MISCELLANEOUS
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PJC INVESTMENTS, LLC, as Purchaser
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By:
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/s/ Partrick Curry
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Name: Patrick Curry
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Title: Managing Member | ||
IRONSIDES P. FUND L.P., as Seller
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By: | Ironsides P Fund GP LLC, its General Partner | |
By:
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/s/ Robert C. Knapp
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Name: Robert C. Knapp
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Title: Manager
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IRONSIDES PARTNERS SPECIAL SITUATIONS MASTER FUND II L.P., as Seller
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By: | Ironside Partners Special Situations Fund GP LLC, its General Partner | |
By:
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/s/ Robert C. Knapp
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Name: Robert C. Knapp
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Title: Manager
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ACKNOWLEDGED AND AGREED:
EMERGENT CAPITAL, INC., solely with respect to Sections 2.3.2, 2.3.3, 4.5 and 4.8.
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By:
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/s/ Antony Mitchell
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Name: Antony Mitchell
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Title: CEO |