SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)*

Emergent Capital, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

29102N303

(CUSIP Number)

Merrill B. Stone, Esq.

Kelley Drye & Warren LLP

101 Park Avenue

New York, NY 10178

(212) 808-7800 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 28, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 29102N303 13D Page 2 of 17 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) PJC Investments, LLC                                      26-3632473
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	¨
		(b)	¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 27,875,000*
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 27,875,000*

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,875,000*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.8%
14.	TYPE OF REPORTING PERSON CO

* Includes 13,575,000 shares issuable upon the exercise of warrants, of which (i) 8,750,000 are currently exercisable and (ii) 4,825,000 become exercisable in connection with the conversion into shares of Common Stock of the Issuer's outstanding unsecured convertible notes (the "Convertible Notes") on a 1 for 1 basis or, earlier upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Convertible Notes are converted into shares of Common Stock or (y) all of the Convertible Notes are no longer outstanding.

CUSIP No. 29102N303 13D Page 3 of 17 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Patrick J. Curry
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	¨
		(b)	¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 27,875,000*
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 27,875,000*
	10.	SHARED DISPOSITIVE POWER 0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,875,000*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.8%
14.	TYPE OF REPORTING PERSON IN

* Includes 13,575,000 shares issuable upon the exercise of warrants, of which (i) 8,750,000 are currently exercisable and (ii) 4,825,000 become exercisable in connection with the conversion into shares of Common Stock of the Issuer's outstanding unsecured convertible notes (the "Convertible Notes") on a 1 for 1 basis or, earlier upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Convertible Notes are converted into shares of Common Stock or (y) all of the Convertible Notes are no longer outstanding.

CUSIP No. 29102N303 13D Page 4 of 17 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) InvestCo 1, LLC                                      82-2077136
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	¨
		(b)	¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 17,700,000
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 17,700,000

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,700,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3%
14.	TYPE OF REPORTING PERSON CO

CUSIP No. 29102N303 13D Page 5 of 17 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Steven L. Key
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	¨
		(b)	¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 17,700,000
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 17,700,000

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,700,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3%
14.	TYPE OF REPORTING PERSON IN

CUSIP No. 29102N303 13D Page 6 of 17 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) JSARCo, LLC                                      82-2156945
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	¨
		(b)	¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 20,895,038*
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 20,895,038*

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,895,038*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%
14.	TYPE OF REPORTING PERSON CO

* Includes 13,575,000 shares issuable upon the exercise of warrants, of which (i) 8,750,000 are currently exercisable and (ii) 4,825,000 become exercisable in connection with the conversion into shares of Common Stock of the Issuer's outstanding unsecured convertible notes (the "Convertible Notes") on a 1 for 1 basis or, earlier upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Convertible Notes are converted into shares of Common Stock or (y) all of the Convertible Notes are no longer outstanding.

CUSIP No. 29102N303 13D Page 7 of 17 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TopCo 1, LLC                                      82-2183671
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	¨
		(b)	¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 20,895,038*
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 20,895,038*
	10.	SHARED DISPOSITIVE POWER 0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,895,038*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%
14.	TYPE OF REPORTING PERSON CO

* Includes 13,575,000 shares issuable upon the exercise of warrants, of which (i) 8,750,000 are currently exercisable and (ii) 4,825,000 become exercisable in connection with the conversion into shares of Common Stock of the Issuer's outstanding unsecured convertible notes (the "Convertible Notes") on a 1 for 1 basis or, earlier upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Convertible Notes are converted into shares of Common Stock or (y) all of the Convertible Notes are no longer outstanding.

CUSIP No. 29102N303 13D Page 8 of 17 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Joseph E. Sarachek
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	¨
		(b)	¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 20,895,038*
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 20,895,038*
	10.	SHARED DISPOSITIVE POWER 0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,895,038*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%
14.	TYPE OF REPORTING PERSON IN

* Includes 13,575,000 shares issuable upon the exercise of warrants, of which (i) 8,750,000 are currently exercisable and (ii) 4,825,000 become exercisable in connection with the conversion into shares of Common Stock of the Issuer's outstanding unsecured convertible notes (the "Convertible Notes") on a 1 for 1 basis or, earlier upon the earliest date on which (x) at least 50% of the aggregate principal amount of the Convertible Notes are converted into shares of Common Stock or (y) all of the Convertible Notes are no longer outstanding.

CUSIP No. 29102N303 13D Page 9 of 17 Pages

Item 1. Security and Issuer

(a)  This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”) of Emergent Capital, Inc., a Florida corporation (the “Issuer”).

(b)  The principal executive offices of the Issuer are located at 5355 Town Center Road, Suite 701, Boca Raton, Florida 33486.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background

(a) The persons and entities filing this Schedule 13D are PJC Investments, LLC (“PJC”), Patrick J. Curry (“Curry”), InvestCo 1, LLC (“InvestCo”), Steven L. Key (“Key”), JSARCo, LLC (“JSARCo”), TopCo 1, LLC (“TopCo”) and Joseph E. Sarachek (“Sarachek”) (collectively, the “Reporting Persons”).  Curry and Sarachek are directors of the Issuer.

(b) The address of the principal place of business for PJC, InvestCo, Curry and Key is 204 Woodhew Drive, Waco, TX 76712. The address of the principal place of business for JSARCo, TopCo and Sarachek is c/o Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178.

(c) The principal business of each of the Reporting Persons is the investment business.

(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)  Each of Curry, Key and Sarachek is a United States citizen.  PJC is organized in Texas. Each of InvestCo, JSARCo and TopCo is organized in Delaware.

Item 3. Source and Amount of Funds or Other Consideration.

On July 28, 2017, the Reporting Persons acquired shares of Common Stock and warrants to purchase Common Stock as reported in this Schedule 13D as follows: PJC acquired 14,300,000 shares of Common Stock and warrants to purchase 13,575,000 shares of Common Stock; Curry, who is the principal and manager of PJC, acquired beneficial ownership of PJC’s securities; InvestCo acquired 17,700,000 shares of Common Stock; Key, who is the manager of InvestCo, acquired beneficial ownership of InvestCo’s securities; JSARCo acquired 7,320,038 shares of Common Stock and warrants to purchase 13,575,000 shares of Common Stock; TopCo, the managing member of JSARCo and Sarachek, the managing member of TopCo, each acquired beneficial ownership of JSARCo’s securities. PJC paid an aggregate of $2,860,000, InvestCo paid an aggregate of $3,540,000, and JSARCo paid an aggregate of $1,464,400.60, all of which funds were paid from working capital. As a result, the Reporting Persons beneficially own an aggregate of 39,320,038 shares of Common Stock which, together with the Reporting Persons’ warrants to purchase 27,150,000 shares of Common Stock, equals approximately 38.9% of the outstanding shares of Common Stock.

CUSIP No. 29102N303 13D Page 10 of 17 Pages

Item 4. Purpose of Transaction.

The shares of Common Stock and warrants to purchase Common Stock acquired by the Reporting Persons (the “Securities”) were acquired as part of a series of integrated transactions to effect a recapitalization of the Issuer (the “Transactions”) pursuant to certain separate Master Transaction Agreements (together, the “Master Transaction Agreements”) dated March 15, 2017 or May 12, 2017, as amended, by and among the Issuer, PJC and each Consenting Convertible Note Holder that was a party to each such Master Transaction Agreement. In connection with the Transactions, (i) the Issuer issued and sold shares of Common Stock and warrants to purchase Common Stock to the Reporting Persons and other investors that resulted a majority of the outstanding Common Stock being beneficially owned by such persons, (ii) the Issuer effected an exchange offer pursuant to which approximately 98% of its existing 8.50% Senior Unsecured Convertible Notes due 2019 were exchanged for new 5.00% Senior Unsecured Convertible Notes due 2023 (the “New Convertible Notes”) and holders of such existing notes that tendered such notes received a right to purchase Common Stock in a rights offering, (iii) holders of the Issuer’s existing 15.0% Senior Secured Notes due 2018 sold their notes to investors who, after such the indenture relating to such notes was amended and restated, received new 8.5% Senior Secured Notes due 2021 (the “New Senior Notes”). PJC entered into a Rights Purchase Agreement with an investor dated as of July 6, 2017 (the “Rights Purchase Agreement”) and four separate Securities Acquisition Agreements (the “Securities Acquisition Agreements”) with certain unrelated investors, dated July 26, 2017 and July 28, 2017, pursuant to which, in accordance with rights under the Master Transaction Agreements, PJC and Triax Capital Advisors, LLC, an entity of which Sarachek is the principal and manager, designated investors to purchase shares of Common Stock, acquire warrants, purchase New Senior Notes and enter into board rights agreements with the Issuer.

The shares of Common Stock acquired by the Reporting Persons were issued and sold pursuant to a Common Stock Purchase Agreement dated as of July 28, 2017 by and among the Issuer, PJC, certain other investors, and certain holders of the Issuer’s existing convertible notes (the “Common Stock Purchase Agreement”). The warrants acquired by the Reporting Persons were issued pursuant to a form of warrant (the “Warrant”). In connection with the Transactions, the Issuer agreed to register the resale of the shares of Common Stock issued and sold pursuant to the Common Stock Purchase Agreement, the shares issuable upon exercise of the Warrants, the New Convertible Notes and the shares of Common Stock issuable upon conversion of the New Convertible Notes, pursuant to a Registration Rights Agreement dated as of July 28, 2017 among the Issuer, PJC, InvestCo, JSARCo, and other holders of registrable securities (the “Registration Rights Agreement”).

CUSIP No. 29102N303 13D Page 11 of 17 Pages

In connection with the Reporting Persons’ acquisition of the Securities and pursuant to a Board Rights Agreement among the Issuer, PJC and JSARCo dated as of July 28, 2017 (the “Board Rights Agreement”), PJC and JSARCo have the right to designate three members of the Issuer’s board of directors, of which one such designee is to be made by another investor for so long as such investor owns a minimum amount of new senior notes acquired in the Transactions, for appointment at closing and for nomination in connection with each meeting of the Company’s shareholders at which the election of directors is to be considered, subject to reduction as follows: so long as the Reporting Persons hold (x) at least 20% but less than 30% of the issued and outstanding shares of common stock of Emergent (the “Common Stock”), the Investor shall have the right to two (2) designees and (y) at least 10% but less than 20% of the issued and outstanding shares of Common Stock, the Investor shall have the right to one (1) designee. Accordingly, Curry and Sarachek were so designated and were appointed as members of the Issuer’s Board of Directors.

Other than as described in this Schedule 13D, the Reporting Persons do not at the present time have any plans or proposals which relate to or would result in:

(a)	The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except the acquisition of Common Stock that may be acquired by, directly or upon the exercise of stock options granted to, an affiliate of the Reporting Persons as compensation for service as a member of the Issuer’s board of directors;
(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)	A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d)	Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;
(e)	Any material change in the present capitalization or dividend policy of the Issuer;
(f)	Any other material change in the Issuer’s business or corporate structure;
(g)	Changes in the Issuer’s Certificate of Incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h)	Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)	A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j)	Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a)-(b) As of the date hereof and as more fully described in Item 3 above, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 66,470,038 shares of Common Stock (including shares subject to the warrants) with sole or shared power to vote or to direct the vote, and to dispose or to direct the disposition, of such Securities as follows:

CUSIP No. 29102N303 13D Page 12 of 17 Pages

PJC has shared power with Curry.

Curry has sole power over Securities beneficially owned by PJC.

InvestCo has shared power with Key.

Key has sole power over Securities beneficially owned by InvestCo.

JSARCo has shared power with Sarachek.

TopCo has shared power with Sarachek.

Sarachek has sole power over Securities beneficially owned by JSARCo and TopCo.

The 66,470,038 shares of Common Stock beneficially owned by the Reporting Persons, as more fully described in Item 3 above, represent 38.9% of the issued and outstanding shares of Common Stock based on 143,913,844 shares of Common Stock outstanding as of July 28, 2017 as provided by the Issuer.

(c) Except as described in Item 4 above, there have been no transactions in the securities of the Issuer by any of the Reporting Persons during the past sixty days.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7. Material to be Filed as Exhibits.

See Exhibit Index.

CUSIP No. 29102N303 13D Page 13 of 17 Pages

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 7, 2017			PJC Investments, LLC
JSARCo, LLC			By:	/s/ Patrick J. Curry
				Name:	Patrick J. Curry
By:	TopCo 1, LLC, its Managing Member			Title:	Manager
By:	/s/ Joseph E. Sarachek		Patrick J. Curry
	Name:	Joseph Sarachek
	Title:	Manager	/s/ Patrick J. Curry
TopCo 1, LLC			InvestCo 1, LLC
By:	/s/ Joseph E. Sarachek		By:	/s/ Steven Key
	Name:	Joseph Sarachek		Name:	Steven Key
	Title:	Manager		Title:	Manager
Joseph E. Sarachek			Steven L. Key
/s/ Joseph E. Sarachek			/s/ Steven Key

CUSIP No. 29102N303 13D Page 14 of 17 Pages

Exhibit Index

Exhibit No.	Description
4.1	Form of Common Stock Purchase Warrant, dated as of July 28, 2017 (incorporated by reference to Emergent Capital, Inc.’s Current Report on Form 8-K filed with the Commission on July 31, 2017 (File No. 001-35064)).
10.1	Master Transaction Agreement, dated as of March 15, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Bulldog Investors LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.2	Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Bulldog Investors LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.3	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Bulldog Investors LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 5 filed with the Commission on June 21, 2017 (File No. 005-86093)).
10.4	Master Transaction Agreement, dated as of March 15, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Rangeley Capital, LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.5	Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Rangeley Capital, LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.6	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Rangeley Capital, LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 5 filed with the Commission on June 21, 2017 (File No. 005-86093)).
10.7	Master Transaction Agreement, dated as of March 15, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and NS Advisors, LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).

CUSIP No. 29102N303 13D Page 15 of 17 Pages

10.8	Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and NS Advisors, LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.9	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and NS Advisors, LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 5 filed with the Commission on June 21, 2017 (File No. 005-86093)).
10.10	Master Transaction Agreement, dated as of March 15, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Joel Lusman (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.11	Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Joel Lusman (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.12	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Joel Lusman (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 5 filed with the Commission on June 21, 2017 (File No. 005-86093)).
10.13	Master Transaction Agreement, dated as of March 15, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, and each of Ironsides P Fund L.P., and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.14	Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and each of Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.15	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and each of Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 5 filed with the Commission on June 21, 2017 (File No. 005-86093)).
10.16	Master Transaction Agreement, dated as of March 15, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, and each of Nantahala Capital Partners Limited Partnership, Nantahala Capital Partners II Limited Partnership, Nantahala Capital Partners SI, LP, Blackwell Partners LLC — Series A, Silver Creek CS SAV, L.L.C. and Fort George Investments, LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).

CUSIP No. 29102N303 13D Page 16 of 17 Pages

10.17	Amendment to Master Transaction Agreement, dated as of April 7, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Nantahala Capital Partners Limited Partnership, Nantahala Capital Partners II Limited Partnership, Nantahala Capital Partners SI, LP, Blackwell Partners LLC — Series A, Silver Creek CS SAV, L.L.C. and Fort George Investments, LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.18	Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Nantahala Capital Partners Limited Partnership, Nantahala Capital Partners II Limited Partnership, Nantahala Capital Partners SI, LP, Blackwell Partners LLC — Series A, Silver Creek CS SAV, L.L.C. and Fort George Investments, LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 5 filed with the Commission on June 21, 2017 (File No. 005-86093)).
10.19	Master Transaction Agreement, dated as of May 12, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Integrated Core Strategies (US) LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 3 filed with the Commission on June 7, 2017 (File No. 005-86093)).
10.20	Amendment No. 1 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, and Integrated Core Strategies (US) LLC (incorporated by reference to Emergent Capital, Inc.’s Schedule TO-I/A No. 5 filed with the Commission on June 21, 2017 (File No. 005-86093)).
10.21	Securities Acquisition Agreement, dated as of July 26, 2017, by and between Evermore Global Advisors, LLC and PJC Investments, LLC. *
10.22	Securities Acquisition Agreement, dated as of July 28, 2017, by and among Bulldog Investors, LLC, PJC Investments, LLC, and Triax Capital Advisors LLC. *
10.23	Securities Acquisition Agreement, dated as of July 28, 2017, by and between Opal Sheppard Opportunities Fund I LP and PJC Investments, LLC. *
10.24	Securities Acquisition Agreement, dated as of July 28, 2017, by and among Mimesis Capital Partners LLC, PJC Investments, LLC, and Triax Capital Advisors LLC. *

CUSIP No. 29102N303 13D Page 17 of 17 Pages

10.25	Rights Purchase Agreement, dated as of July 6, 2017, by and among Ironsides P Fund L.P., Ironsides Special Situations Master Fund II L.P. and PJC Investments, LLC.*
10.26	Common Stock Purchase Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC and the purchasers party thereto (incorporated by reference to Emergent Capital, Inc.’s Current Report on Form 8-K filed with the Commission on July 31, 2017 (File No. 001-35064)).
10.27	Board Designation Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC and JSARCo, LLC (incorporated by reference to Emergent Capital, Inc.’s Current Report on Form 8-K filed with the Commission on July 31, 2017 (File No. 001-35064)).
10.28	Registration Rights Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc. and the holders party thereto. (incorporated by reference to Emergent Capital, Inc.’s Current Report on Form 8-K filed with the Commission on July 31, 2017 (File No. 001-35064)).
99.1	Joint Filing Agreement dated as of August 4, 2017 by and among PJC Investments, LLC, InvestCo 1, LLC, Patrick J. Curry, JSARCo, LLC, TopCo 1, LLC and Joseph E. Sarachek.*

 *Filed herewith.

EX-10.21

Exhibit 10.21

EXECUTION VERSION

sECURITIES aCQUISITION AGREEMENT

This SECURITIES ACQUISITION AGREEMENT (this “Agreement”) is entered into as of July 26, 2017 by and among Evermore Global Advisors, LLC (“Evermore”) and PJC Investments, LLC, a Texas limited liability company (“PJC”).

WHEREAS, PJC is party to Master Transaction Agreements, dated as of March 15, 2017 and May 12, 2017, as amended to date and from time to time (the “MTAs”; capitalized terms not otherwise defined in this Agreement shall have the meanings assigned to them in the MTAs), by and among Emergent Capital, Inc. (the “Company”), PJC and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”) relating to the recapitalization of the Company; and

WHEREAS, pursuant to the MTAs, PJC and Triax Capital Advisors LLC (“Triax”) will designate one or more party(ies) (collectively, the “Investor”) to be party(ies) to certain other agreements, including the Senior Note Purchase Agreement, the Common Stock Purchase Agreement, the Registration Rights Agreement and/or the Warrant (each an “Operative Agreement”; and collectively, the “Operative Agreements”); and

WHEREAS, Evermore wishes that it or its affiliates be designated, and PJC wishes to designate Evermore or its affiliates, as an Investor with respect to certain rights and obligations under the Operative Agreements in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.           Designations by PJC and Triax. PJC hereby agrees with Evermore that it will cause Evermore and the affiliates of Evermore set forth on Schedule I hereto (the “Evermore Affliates”) to be designated as an Investor in accordance with Schedule I hereto with respect to the following rights and obligations under the Operative Agreements:

(a)         Senior Note Purchase Agreement. PJC will cause Evermore and/or the Evermore Affiliates to be designated as Investor(s) to purchase $15,000,000 in aggregate principal amount of the New Senior Notes from the sellers thereof pursuant to the Senior Note Purchase Agreement.

(b)         Common Stock Purchase Agreement. PJC will cause Evermore and/or the Evermore Affiliates to be designated as Investor(s) to purchase 25,000,000 Shares, for a purchase price of $0.20 per share or an aggregate purchase price of $5,000,000, from the Company pursuant to the Common Stock Purchase Agreement.

(c)         Warrant. PJC will cause Evermore and/or the Evermore Affiliates to be designated as Investor(s) to receive a Warrant to purchase 6,500,000 Warrant Shares at an exercise price of $0.20 per Warrant Share, which Warrants shall vest pursuant to Section 2(b)(ii) of the Warrant, on a pro rata basis with the 25,000,000 Warrant Shares vesting pursuant to such Section 2(b)(ii).

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2.           Entry into Operative Agreements by Evermore. Evermore agrees that, in connection with the Closing, it will, or it will cause the Evermore Affiliates designated on Schedule I hereto to, enter into and perform its obligations under each of the Operative Agreements as applicable with respect to the designations set forth in Section 1 of this Agreement; provided, however, that the obligations of Evermore or the Evermore Affiliates to do so is conditioned upon:

(a)         The vesting provisions of Section 2(b)(ii) of the Warrant being amended to provide, in addition to the current vesting terms, for pro-rata vesting of the Warrant Shares subject to vesting pursuant to such section and for full vesting of any remaining unvested Warrants upon the earliest date on which (i) at least 50% of the aggregate principal amount of the Outstanding Convertible Notes are converted into shares of Common Stock in accordance with the terms of the Existing Convertible Note Indenture or the New Convertible Note Indenture, as applicable, or (ii) all of the Outstanding Convertible Notes are no longer outstanding (whether by conversion, redemption, payment in full at the final maturity date or otherwise); and

(b)         The finalization of Board Documents to be in effect as of and immediately following the Closing, in form and substance reasonably satisfactory to Evermore; and

(c)         The finalization of the Registration Rights Agreement, to take effect as of the Closing, in form and substance reasonably satisfactory to Evermore.

3.           Notes Option. Evermore, on its behalf or on behalf of any Evermore Affiliate that acquires New Senior Notes pursuant to the Senior Note Purchase Agreement, hereby grants to such Person or Persons as PJC and Triax may at any time designate in writing (each an “Optionee”) the option (the “Notes Option”) to buy from Evermore or the relevant Evermore Affiliate(s) all or a portion thereof of the New Senior Notes purchased pursuant to Section 1(a) of this Agreement and then held by Evermore or any Evermore Affiliate (all such New Senior Notes, the “Evermore Notes”) at an aggregate purchase price equal to the outstanding principal amount of the Evermore Notes for which the Notes Option is being exercised plus any accrued and unpaid interest thereon (the “Exercise Price”), all in accordance with the provisions of this Section 3.

(a)         Exercise of Call Option. Each Optionee, at its option and in its sole discretion, may at any time and from time to time after the first anniversary of the issuance of the New Senior Notes, exercise the Notes Option, in whole or in part, by delivering in writing to Evermore or an Evermore Affiliate that holds New Senior Notes (a “Seller”) a notice (an “Exercise Notice”) stating that such Optionee is exercising its Notes Option, which Exercise Notice shall set forth the aggregate principal amount of the Evermore Notes for which the Notes Option is being exercised. However, without Evermore’s prior written consent, at no time shall an Optionee exercise its Notes Option:

(i) for an amount less than $1,000,000 of outstanding principal amount of Evermore Notes; or

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(ii) for an amount that would cause Evermore, together with any Evermore Affiliate, to hold an amount in aggregate principal amount of Evermore Notes that is greater than $0 and less than $1,000,000 in aggregate principal amount.

(b)         Closing.

(i) The closing of any exercise of the Notes Option shall be on the tenth (10^th) Business Day after the date of the Exercise Notice (the “Exercise Date”), or such other date as mutually agreed upon by the Optionee and the Seller (the “Option Closing Date”).

(ii) On or before the Option Closing Date, PJC shall cause the Optionee that exercised the Notes Option to pay the Exercise Price for the Evermore Notes being purchased (the “Purchased Evermore Notes”) by wire transfer of immediately available funds pursuant to instructions to be provided by the Seller to such Seller and upon request of the Seller, to execute and deliver any additional documents deemed by the Seller to be necessary or desirable to transfer the Purchased Evermore Notes, including without limitation as may be necessary to register the transfer in accordance with the New Senior Notes Indenture. On or before the Option Closing Date, Evermore shall deliver or cause the Seller to deliver to the Optionee the Purchased Evermore Notes in such form that good and marketable title thereto passes to the Optionee upon such delivery, free and clear of any Liens or taxes.

(c)         Terms of Exchange. PJC agrees that if any Evermore Notes are purchased by an Optionee pursuant to the exercise of a Notes Option under this Section 3, then

(i) For a period of twelve months from the Exercise Date, PJC shall not, and shall not permit any Optionee that so purchased Evermore Notes, without Evermore’s prior written consent, to directly or indirectly resell the Purchased Evermore Notes for cash at a price above their face value plus any accrued and unpaid interest; and

(ii) PJC shall not, and shall not permit any Optionee that so purchased Evermore Notes, without Evermore’s prior written consent, to directly or indirectly exchange Purchased Evermore Notes for Common Stock, or any other security having its value derived directly from the value of Common Stock (“Equity-Like Securities”), in a single-step or multiple-step transaction with the Company (an “Exchange”) which would have the direct or indirect effect of providing PJC or such Optionee with Common Stock or Equity-Like Securities at an effective price of less than the greater of (a) the volume-weighted average price of Common Stock for the fifteen trading days immediately preceding the Exercise Date as reported by Bloomberg Financial Services; and (b) $0.20 per share of Common Stock (as adjusted from time to time to reflect any stock dividends, stock splits, recapitalizations or similar transactions occurring after the Closing); and

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(iii) so long as Evermore or any Evermore Affiliate still holds any Evermore Notes acquired at the Closing, PJC shall not and shall not permit any Optionee that acquired Purchased Evermore Notes pursuant to the exercise of the Notes Option, to directly or indirectly partcipate in an Exchange with respect to the Purchased Evermore Notes unless the Seller of such Purchased Evermore Notes is offered the opportunity to participate in such Exchange with respect to any Evermore Notes it acquired at the Closing and still at the time holds on substantially the same terms and conditions as PJC or such Optionee.

(iv) For avoidance of doubt, Equity-Like Securities shall include, without limitation, warrants to purchase Common Stock and debt securities convertible into Common Stock.

(d)         Right of First Refusal. Nothing in Section 3 shall prohibit or otherwise restrict Evermore or any Evermore Affiliate from selling or transferring any Evermore Notes to a third party in accordance with applicable law and Section 2.04 of the New Senior Notes Indenture; provided, however, that in the event that Evermore or any Evermore Affiliate (each, a “Transferring Holder”) intends to effect such a sale or other transfer during the twelve month period commencing on the Closing Date under the MTAs, then PJC and Triax, or such Person or Persons as PJC and Triax may at such time designate in writing (each, a “Transferee”) shall have a right of first refusal to purchase such Evermore Notes proposed to be so transferred or sold (the “Transfer Notes”) on the terms and conditions set forth in this Section 3(d).

(i) Notice of Proposed Transfer. At least five (5) business days in advance of a proposed transfer, the Transferring Holder shall deliver to PJC a written notice (the “Transfer Notice”) stating: (A) the Transferring Holder’s bona fide intention to sell or otherwise transfer such Transfer Notes; (B) the name of each proposed purchaser or other transferee (each, a “Proposed Transferee”); (C) the principal amount of the Transfer Notes to be transferred to each Proposed Transferee; and (D) the terms and conditions, including the proposed closing date, of each proposed sale or transfer. The Transferring Holder shall offer the Transfer Notes at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Transferee(s).

(ii) Exercise of Right of First Refusal. At any time within five (5) business days after receipt of the Transfer Notice, the Transferee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Transfer Notes proposed to be transferred to the Proposed Transferee(s), at the Purchase Price. If the terms of the proposed transfer in the Transfer Notice include consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined jointly by Evermore and the Transferee(s) in good faith.

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(iii) Payment and Transfer. On or before the closing date set forth in the Transfer Notice or such other date as may be mutually agreed by the Transferring Holder and the Transferee(s), (i) payment of the Purchase Price shall be made in cash by wire transfer of immediately available funds pursuant to instructions to be provided by the Transferring Holder to such Transferring Holder, (ii) upon request of the Transferring Holder, the Transferee(s) shall execute and deliver any additional documents deemed by the Transferring Holder to be necessary or desirable to transfer the Transfer Notes, including without limitation as may be necessary to register the transfer in accordance with the New Senior Notes Indenture, and (iii) the Transferring Holder shall deliver to the Transferee(s) the Transfer Notes in such form that good and marketable title thereto passes to the Transferee(s) upon such delivery, free and clear of any Liens or taxes.

4.           Representations and Warranties.

(a)         Representations and Warranties of Evermore. Evermore, on behalf of itself and any Evermore Affiliate, hereby represents and warrants to, and agrees with, PJC, as of the date hereof and as of the Closing Date, as follows:

(i) Organization, Authority, Execution and Enforceability. Evermore and each Evermore Affiliate 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 the Operative Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby, as applicable. This Agreement has been duly authorized, executed and delivered by Evermore and constitutes the valid and binding obligation of Evermore, 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. Each Operative Agreement, when executed and delivered by Evermore or an Evermore Affiliate, will be duly authorized, executed and delivered by Evermore or such Evermore Affiliate, as the case may be, and will constitute the valid and binding obligation of Evermore or such Evermore Affiliate, as the case may be, 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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(ii) Investment Representations. Evermore and each Evermore Affiliate 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 and the Operative Agreements. Evermore and each Evermore Affiliate will be acquiring the New Senior Notes, Common Stock and Warrant for investment purposes and not with a view to, or for resale in connection with, any distribution of the New Senior Notes, Common Stock or Warrant. Evermore and each Evermore Affiliate has the capacity to evaluate the merits and risks of its investment in the New Senior Notes, Common Stock and Warrant and to bear all economic risks of investment in the New Senior Notes, Common Stock and Warrant, including a complete loss of its investment. Evermore and each Evermore Affiliate 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 it has determined to be necessary in connection with the purchase of the New Senior Notes, Common Stock and the Warrant. Evermore acknowledges, on behalf of itself and each Evermore Affiliate, that PJC has not made any representation to the accuracy or completeness of any of the SEC filings of the Company.

(iii) Exempted Transaction. Evermore acknowledges, on behalf of itself and each Evermore Affiliate, that the New Senior Notes, Common Stock and Warrant 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

(iv) 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 Evermore or any Evermore Affiliate for the consummation of the transactions contemplated by this Agreement and the Operative Agreements.

(v) No Violation of Law or Agreement. Neither the execution and delivery of this Agreement or any Operative Agreements by Evermore and/or the Evermore Affiliates, nor the consummation of the transactions contemplated hereby or thereby by Evermore or any Evermore Affiliate, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to Evermore or such Evermore Affiliate.

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(vi) Ownership. At any Option Closing, Evermore or the selling Evermore Affiliate will be the legal and beneficial owner of Evermore Notes being purchased, duly authorized to convey such Evermore Notes to the Optionee and will convey to PJC or the relevant Optionee good and marketable title to the Purchased Evermore Notes being so transferred, free and clear of any Liens or taxes.

(b)         Representations and Warranties of the PJC. PJC hereby represents and warrants to, and agrees with, Evermore, as of the date hereof and as of the Exercise Date, as follows:

(i) Organization, Authority, Execution and Enforceability. PJC 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 PJC and constitutes the valid and binding obligation of PJC, 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.

(ii) Investment Representations. PJC is, and any Optionee will be, an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act, and has or will have 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. PJC and each Optionee that exercises the Notes Option will be acquiring the Evermore Notes for investment purposes, and not with a view to, or for resale in connection with, any distribution of such Evermore Notes. PJC and each Optionee has the capacity to evaluate the merits and risks of its investment in the Evermore Notes and to bear all economic risks of investment in the Evermore Notes, including a complete loss of its investment. PJC has had, and each Optionee will have, 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 it has determined to be necessary in connection with the purchase of the Evermore Notes. PJC acknowledges, on behalf of itself and each Optionee, that Evermore has not made any representation to the accuracy or completeness of any of the SEC filings of the Company.

(iii) Exempted Transaction. PJC acknowledges, on behalf of itself and each Optionee, that the Evermore Notes 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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(iv) 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 PJC or an Optionee for the consummation of the transactions contemplated by this Agreement, other than the written approval of the Florida Office of Insurance Regulation, if applicable.

(v) No Violation of Law or Agreement. Neither the execution and delivery of this Agreement by PJC or any Optionee, nor the consummation of the transactions contemplated hereby by PJC or any Optionee, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to PJC or such Optionee.

5.           Board Representation. PJC shall ensure that Evermore and the Company enter into appropriate Board Documents reasonably acceptable to Evermore to provide, among other things, that Evermore will have the right to designate one (1) director to the Company’s board of directors in accordance with PJC’s board rights set forth in the MTAs.

6.           Miscellaneous.

(a)         Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of each party contained herein shall survive the Closing and the closing of any exercise of the Notes Option. Each party may rely on such representations, warranties and covenants irrespective of any investigation made, or notice or knowledge held by, it or any other Person.

(b)         Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via facsimile transmission and verification received, or five (5) Business Days after being posted by the United States postal service, registered or certified mail, return receipt requested with first class postage prepaid.

(c)         Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party. Any purported assignment without such consent shall be null and void.

(d)         Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(e)         Further Assurances. From and after the date hereof, upon the reasonable request of any party hereto, the other parties will, and shall cause their respective Affiliates to, execute and deliver such instruments, documents or other writings, and to do such other acts and things, as may be necessary or reasonable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

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(f)          Entire Agreement. This Agreement and the Operative Agreements constitute the entire agreement by the parties hereto and supersede any other agreement, whether written or oral, that may have been made or entered into between them relating to the matters contemplated hereby.

(g)         Amendments and Waivers. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

(h)         Expenses. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder.

(i)          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would require the application of laws of any other jurisdiction. Any legal action or proceeding in connection with this Agreement or the performance hereof shall be brought in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and agrees not to assert, by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that any such action or proceeding may not be brought or maintained in one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby consents to service of process in any such action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, pursuant to Section 5(b) is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with this Section 5(i) does not constitute good and sufficient service of process. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(j)          Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), each of which shall be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

PJC Investments, LLC			EVERMORE GLOBAL ADVISORS, LLC
By:	/s/ Patrick J. Curry		By:	/s/ Eric LeGoff
	Name:	Patrick J. Curry		Name:	Eric LeGoff
	Title:	Manager		Title:	President

Schedule I

Name of Investor	Aggregate Principal Amount of New Senior Notes		Number of Shares of Common Stock		Number of Warrant Shares - §2(b)(i) vesting		Number of Warrant Shares- §2(b)(ii) vesting
EVERMORE GLOBAL VALUE FUND	$	9,358,000		16,710,000		N/A		4,344,786
THE REGENTS OF THE UNIVERSITY OF MICHIGAN	$	3,905,000		6,975,000		N/A		1,813,036
SIRIUS INTERNATIONAL INSURANCE CORPORATION (PUBL) (a/c xxx140)	$	1,474,000		2,630,000		N/A		684,357
SIRIUS INTERNATIONAL INSURANCE CORPORATION (PUBL) (a/c xxx138)	$	6,263,000		11,185,000		N/A		2,907,821

EX-10.22

Exhibit 10.22

EXECUTION VERSION

sECURITIES aCQUISITION AGREEMENT

This SECURITIES ACQUISITION AGREEMENT (this “Agreement”) is entered into as of July 28, 2017 by and among Bulldog Investors, LLC (“Bulldog”), PJC Investments, LLC, a Texas limited liability company (“PJC”) and Triax Capital Advisors LLC, a New York limited liability company (“Triax”). Each of PJC and Triax may also be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, PJC is party to Master Transaction Agreements, dated as of March 15, 2017 and May 12, 2017, as amended to date and from time to time (the “MTAs”; capitalized terms not otherwise defined in this Agreement shall have the meanings assigned to them in the MTAs), by and among Emergent Capital, Inc. (the “Company”), PJC and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”) relating to the recapitalization of the Company; and

WHEREAS, pursuant to the MTAs, the Parties will designate one or more party(ies) (collectively, the “Investor”) to be party(ies) to certain other agreements, including the Senior Note Purchase Agreement, the Registration Rights Agreement and/or the Warrant (each an “Operative Agreement”; and collectively, the “Operative Agreements”); and

WHEREAS, Bulldog wishes that its affiliates be designated, and the Parties wish to designate Bulldog or its affiliates, each as an Investor with respect to certain rights and obligations under the Operative Agreements in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.           Designations by the Parties. The Parties hereby agree with Bulldog that it will cause certain affiliates of Bulldog set forth on Schedule I hereto (the “Bulldog Affiliates”)to be designated as an Investor with respect to the following rights and obligations under the Operative Agreements:

(a)         Senior Note Purchase Agreement. The Parties will cause the Bulldog Affiliates to be designated as Investors to purchase $4,000,000 in aggregate principal amount of the New Senior Notes, as set forth on Schedule I, from the sellers thereof pursuant to the Senior Note Purchase Agreement.

(b)         Warrant. The Parties will cause the Bulldog Affiliates to be designated as Investors to receive Warrants to purchase an aggregate of 1,600,000 Warrant Shares, as set forth on Schedule I, at an exercise price of $0.20 per Warrant Share, which Warrants shall vest pursuant to Section 2(b)(ii) of the Warrant, on a pro rata basis with the 25,000,000 Warrant Shares vesting pursuant to such Section 2(b)(ii).

2.           Entry into Operative Agreements by Bulldog. Bulldog agrees that, in connection with the Closing, it will cause the Bulldog Affiliates to enter into and perform their obligations under each of the Operative Agreements as applicable with respect to the designations set forth in Section 1 of this Agreement.

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3.           Notes Option. The Parties and Bulldog agree that, at any time after the issuance of the New Senior Notes until the date that is the eighteenth month anniversary thereof (the “Option Period”), the Parties shall have the option (the “Notes Option”) to require the Bulldog Affiliates to sell to the Parties, allocated equally between them, all or a portion of the New Senior Notes purchased pursuant to Section 1(a) of this Agreement and then held by the Bulldog Affiliates, allocated among the Bulldog Affiliates on a pro rata basis, (all such New Senior Notes, the “Bulldog Notes”) at an aggregate purchase price equal to the outstanding principal amount of the Bulldog Notes for which the Notes Option is being exercised plus any accrued and unpaid interest thereon (the “Exercise Price”), all in accordance with the provisions of this Section 3.

(a)         Exercise of Option. The Parties, at their option and in their sole discretion, may at any time and from time to time during the Option Period, exercise the Notes Option, in whole or in part, by delivering in writing to Bulldog a notice (an “Exercise Notice”) stating that the Parties are exercising their Notes Options, which Exercise Notice shall set forth the aggregate principal amount of the Bulldog Notes for which the Notes Option is being exercised. However, without the prior written consent of Bulldog, at no time shall the Parties exercise their Notes Option:

(i) for an amount less than $1,000,000 of outstanding principal amount of Bulldog Notes; or

(ii) for an amount that would cause the Bulldog Affiliates to collectively hold an amount in aggregate principal amount of Bulldog Notes that is greater than $0 and less than $1,000,000 in aggregate principal amount.

(b)         Remaining Bulldog Notes. If at the end of the Exercise Period the Bulldog Affiliates still hold any Bulldog Notes, the Parties shall purchase such remaining Bulldog Notes and such purchase shall be treated under Section 3(c) below as a closing of an exercise of the Notes Option, with the final date of the Exercise Period serving as the date of the Exercise Notice therefor.

(c)         Closing.

(i) The closing of any exercise of the Notes Option shall be on the tenth (10^th) Business Day after the date of the Exercise Notice (the “Exercise Date”), or such other date as mutually agreed upon by the Parties and Bulldog (the “Option Closing Date”).

(ii) On or before the Option Closing Date, the Parties shall pay the Exercise Price for the Bulldog Notes being purchased (the “Purchased Bulldog Notes”) by wire transfer of immediately available funds to Bulldog pursuant to instructions to be provided by Bulldog, and upon request of Bulldog, to execute and deliver any additional documents deemed by Bulldog to be necessary or desirable to transfer the Purchased Bulldog Notes, including without limitation as may be necessary to register the transfer in accordance with the New Senior Notes Indenture. On or before the Option Closing Date, Bulldog shall deliver or cause to be delivered to the Parties the Purchased Bulldog Notes in such form that good and marketable title thereto passes to the Parties upon such delivery, free and clear of any Liens or taxes.

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(d)         Terms of Exchange. The Parties agree that if any Bulldog Notes are purchased by the Parties pursuant to the exercise of a Notes Option under this Section 3, then

(i) the Parties shall not, without Bulldog’s prior written consent, directly or indirectly exchange Purchased Bulldog Notes for Common Stock, or any other security having its value derived directly from the value of Common Stock (“Equity-Like Securities”), in a single-step or multiple-step transaction with the Company (an “Exchange”) which would have the direct or indirect effect of providing either Party with Common Stock or Equity-Like Securities at an effective price of less than the greater of (a) the volume-weighted average price of Common Stock for the fifteen trading days immediately preceding the Exercise Date as reported by Bloomberg Financial Services; and (b) $0.20 per share of Common Stock (as adjusted from time to time to reflect any stock dividends, stock splits, recapitalizations or similar transactions occurring after the Closing); and

(ii) so long as the Bulldog Affiliates still hold any Bulldog Notes acquired at the Closing, the Parties shall not directly or indirectly partcipate in an Exchange with respect to the Purchased Bulldog Notes unless the Bulldog Affiliates are offered the opportunity to participate in such Exchange with respect to any Bulldog Notes it acquired at the Closing and still at the time holds, on substantially the same terms and conditions as the Parties.

For avoidance of doubt, Equity-Like Securities shall include, without limitation, warrants to purchase Common Stock and debt securities convertible into Common Stock.

(e)         Right of First Refusal. Nothing in Section 3 shall prohibit or otherwise restrict the Bulldog Affiliates from selling or transferring any Bulldog Notes to a third party in accordance with applicable law and Section 2.04 of the New Senior Notes Indenture; provided, however, that in the event that a Bulldog Affiliate intends to effect such a sale or other transfer during the Option Period, then the Parties shall have a right of first refusal to purchase such Bulldog Notes proposed to be so transferred or sold (the “Transfer Notes”) on the terms and conditions set forth in this Section 3(e).

(i) Notice of Proposed Transfer. At least five (5) business days in advance of a proposed transfer, Bulldog shall deliver to each Party a written notice (the “Transfer Notice”) stating: (A) Bulldog’s bona fide intention to sell or otherwise transfer such Transfer Notes; (B) the principal amount of the Transfer Notes to be transferred to each Proposed Transferee; and (C) the terms and conditions, including the proposed closing date, of each proposed sale or transfer. Bulldog shall offer the Transfer Notes at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Parties, allocated equally between them.

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(ii) Exercise of Right of First Refusal. At any time within five (5) business days after receipt of the Transfer Notice, the Parties may by giving written notice to Bulldog, elect to purchase all, but not less than all, of the Transfer Notes proposed to be transferred to the Proposed Transferee(s), at the Purchase Price. If the terms of the proposed transfer in the Transfer Notice include consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined jointly by Bulldog and the Parties in good faith.

(iii) Payment and Transfer. On or before the closing date set forth in the Transfer Notice or such other date as may be mutually agreed by Bulldog and the Parties, (i) the Parties shall make payment of the Purchase Price in cash by wire transfer of immediately available funds pursuant to instructions to be provided by Bulldog to the Parties, (ii) upon request of Bulldog, the Parties shall execute and deliver any additional documents deemed by Bulldog to be necessary or desirable to transfer the Transfer Notes, including without limitation as may be necessary to register the transfer in accordance with the New Senior Notes Indenture, and (iii) Bulldog shall deliver to the Parties the Transfer Notes in such form that good and marketable title thereto passes to the Parties upon such delivery, free and clear of any Liens or taxes.

4.           Representations and Warranties.

(a)         Representations and Warranties of Bulldog. Bulldog, on behalf of itself and any Bulldog Affiliate, hereby represents and warrants to, and agrees with, the Parties, as of the date hereof and as of the Closing Date, as follows:

(i) Organization, Authority, Execution and Enforceability. Bulldog and each Bulldog Affiliate 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 the Operative Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby, as applicable. This Agreement has been duly authorized, executed and delivered by Bulldog and constitutes the valid and binding obligation of Bulldog, 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. Each Operative Agreement, when executed and delivered by each Bulldog Affiliate will be duly authorized, executed and delivered by such Bulldog Affiliate and will constitute the valid and binding obligation of such Bulldog Affiliate 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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(ii) Investment Representations. Each Bulldog Affiliate 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 and the Operative Agreements. Each Bulldog Affiliate will be acquiring the New Senior Notes and Warrant for investment purposes and not with a view to, or for resale in connection with, any distribution of the New Senior Notes or Warrant. Each Bulldog Affiliate has the capacity to evaluate the merits and risks of its investment in the New Senior Notes and Warrant and to bear all economic risks of investment in the New Senior Notes and Warrant, including a complete loss of its investment. Each Bulldog Affiliate 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 it has determined to be necessary in connection with the purchase of the New Senior Notes and the Warrant. Each Bulldog Affiliate acknowledges that neither Party have made any representation to the accuracy or completeness of any of the SEC filings of the Company.

(iii) Exempted Transaction. Each Bulldog Affiliate acknowledges that the New Senior Notes and Warrant 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.

(iv) 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 Bulldog and each Bulldog Affiliate for the consummation of the transactions contemplated by this Agreement and the Operative Agreements.

(v) No Violation of Law or Agreement. Neither the execution and delivery of this Agreement or any Operative Agreements by Bulldog or any Bulldog Affiliate, nor the consummation of the transactions contemplated hereby or thereby by Bulldog or any Bulldog Affiliate, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to Bulldog or any Bulldog Affiliate.

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(vi) Ownership. At any Option Closing, any relevant selling Bulldog Affiliate will be the legal and beneficial owner of Bulldog Notes being purchased, duly authorized to convey such Bulldog Notes to the Parties and will convey to the Parties good and marketable title to the Purchased Bulldog Notes being so transferred, free and clear of any Liens or taxes.

(b)         Representations and Warranties of the Parties. Each Party, severally and not jointly, hereby represents and warrants, and agrees with, Bulldog, as to itself as of the date hereof and as of the Exercise Date, as follows:

(i) Organization, Authority, Execution and Enforceability. Each Party is duly organized, validly existing and in good standing under the laws of its respective 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 each Party and constitutes the valid and binding obligation of such Party, 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.

(ii) Investment Representations. Each Party is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act, and has or will have 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. Each Party, upon an exercise of the Notes Option, will be acquiring the Bulldog Notes for investment purposes, and not with a view to, or for resale in connection with, any distribution of such Bulldog Notes. Each Party has the capacity to evaluate the merits and risks of its investment in the Bulldog Notes and to bear all economic risks of investment in the Bulldog Notes, including a complete loss of its investment. Each Party 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 it has determined to be necessary in connection with the purchase of the Bulldog Notes. Each Party acknowledges that Bulldog has not made any representation to the accuracy or completeness of any of the SEC filings of the Company.

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(iii) Exempted Transaction. Each Party acknowledges that the Bulldog Notes 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.

(iv) 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 either Party for the consummation of the transactions contemplated by this Agreement, other than the written approval of the Florida Office of Insurance Regulation, if applicable.

(v) No Violation of Law or Agreement. Neither the execution and delivery of this Agreement by either Party, nor the consummation of the transactions contemplated hereby by either Party, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to either Party.

5.           Miscellaneous.

(a)         Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of each party contained herein shall survive the Closing and the closing of any exercise of the Notes Option. Each party may rely on such representations, warranties and covenants irrespective of any investigation made, or notice or knowledge held by, it or any other Person.

(b)         Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via facsimile transmission and verification received, or five (5) Business Days after being posted by the United States postal service, registered or certified mail, return receipt requested with first class postage prepaid.

(c)         Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party. Any purported assignment without such consent shall be null and void.

(d)         Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(e)         Further Assurances. From and after the date hereof, upon the reasonable request of any party hereto, the other parties will, and shall cause their respective Affiliates to, execute and deliver such instruments, documents or other writings, and to do such other acts and things, as may be necessary or reasonable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

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(f)          Entire Agreement. This Agreement and the Operative Agreements constitute the entire agreement by the parties hereto and supersede any other agreement, whether written or oral, that may have been made or entered into between them relating to the matters contemplated hereby.

(g)         Amendments and Waivers. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

(h)         Expenses. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder.

(i)          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would require the application of laws of any other jurisdiction. Any legal action or proceeding in connection with this Agreement or the performance hereof shall be brought in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and agrees not to assert, by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that any such action or proceeding may not be brought or maintained in one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby consents to service of process in any such action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, pursuant to Section 5(b) is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with this Section 5(i) does not constitute good and sufficient service of process. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(j)          Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), each of which shall be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

PJC Investments, LLC			TRIAX CAPITAL ADVISORS LLC
By:	/s/ Patrick J. Curry		By:	/s/ Joseph E. Sarachek
	Name:	Patrick J. Curry		Name:	Joseph E. Sarachek
	Title:	Manager		Title:	Managing Partner
BULLDOG INVESTORS, LLC
By:	/s/ Andrew Dakos
	Name:	Andrew Dakos
	Title:	Member

SCHEDULE I

Bulldog Affiliate	Principal Amount of New Senior Notes		Number of Warrant Shares
Full Value Partners LP	$	580,000		210,870
Opportunity Partners LP	$	590,000		213,104
Full Value Special Situations Fund  LP	$	105,000		38,064
MCM Opportunity Partners LP	$	115,000		41,373
Calapsas West	$	220,000		78,592
Mercury Partners LP	$	340,000		123,545
Steady Gain Partners LP	$	450,000		164,359
Special Opportunity Fund Inc.	$	1,600,000		730,093
TOTAL	$	4,000,000		1,600,000

EX-10.23

Exhibit 10.23

sECURITIES aCQUISITION AGREEMENT

This SECURITIES ACQUISITION AGREEMENT (this “Agreement”) is entered into as of July 28, 2017 by and among Opal Sheppard Opportunities Fund I LP (“Opal Sheppard”) and PJC Investments, LLC, a Texas limited liability company (“PJC”).

WHEREAS, PJC is party to Master Transaction Agreements, dated as of March 15, 2017 and May 12, 2017, as amended to date and from time to time (the “MTAs”; capitalized terms not otherwise defined in this Agreement shall have the meanings assigned to them in the MTAs), by and among Emergent Capital, Inc. (the “Company”), PJC and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”) relating to the recapitalization of the Company; and

WHEREAS, pursuant to the MTAs, PJC and Triax Capital Advisors LLC (“Triax”) will designate one or more party(ies) (collectively, the “Investor”) to be party(ies) to certain other agreements, including the Senior Note Purchase Agreement, the Common Stock Purchase Agreement, the Registration Rights Agreement and/or the Warrant (each an “Operative Agreement”; and collectively, the “Operative Agreements”); and

WHEREAS, Opal Sheppard wishes that it be designated, and PJC wishes to designate Opal Sheppard, as an Investor with respect to certain rights and obligations under the Operative Agreements in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.           Designations by PJC and Triax. PJC hereby agrees with Opal Sheppard that it will cause Opal Sheppard to be designated as an Investor with respect to the following rights and obligations under the Operative Agreements:

(a)         Senior Note Purchase Agreement. PJC will cause Opal Sheppard to be designated as an Investor to purchase $3,500,000 in aggregate principal amount of the New Senior Notes from the sellers thereof pursuant to the Senior Note Purchase Agreement.

(b)         Common Stock Purchase Agreement. PJC will cause Opal Sheppard to be designated as an Investor to purchase 10,000,000 Shares, for a purchase price of $0.20 per share or an aggregate purchase price of $2,000,000, from the Company pursuant to the Common Stock Purchase Agreement.

(c)         Warrant. PJC will cause Opal Sheppard to be designated as an Investor to receive a Warrant to purchase 1,400,000 Warrant Shares at an exercise price of $0.20 per Warrant Share, which Warrants shall vest pursuant to Section 2(b)(ii) of the Warrant, on a pro rata basis with the 25,000,000 Warrant Shares vesting pursuant to such Section 2(b)(ii).

2.           Entry into Operative Agreements by Opal Sheppard. Opal Sheppard agrees that, in connection with the Closing, it will enter into and perform its obligations under each of the Operative Agreements as applicable with respect to the designations set forth in Section 1 of this Agreement; provided, however, that the obligations of Opal Sheppard to do so is conditioned upon:

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(a)         The finalization of Board Documents to be in effect as of and immediately following the Closing, in form and substance reasonably satisfactory to Opal Sheppard; and

(b)         The finalization of the Registration Rights Agreement, to take effect as of the Closing, in form and substance reasonably satisfactory to Opal Sheppard.

3.           Notes Option. Opal Sheppard hereby grants to such Person or Persons as PJC and Triax may at any time designate in writing (each an “Optionee”) the option (the “Notes Option”) to buy from Opal Sheppard all or a portion thereof of the New Senior Notes purchased pursuant to Section 1(a) of this Agreement and then held by Opal Sheppard (all such New Senior Notes, the “Opal Sheppard Notes”) at an aggregate purchase price equal to the outstanding principal amount of the Opal Sheppard Notes for which the Notes Option is being exercised plus any accrued and unpaid interest thereon (the “Exercise Price”), all in accordance with the provisions of this Section 3.

(a)         Exercise of Call Option. Each Optionee, at its option and in its sole discretion, may at any time and from time to time after the first anniversary of the issuance of the New Senior Notes, exercise the Notes Option, in whole or in part, by delivering in writing to Opal Sheppard (a “Seller”) a notice (an “Exercise Notice”) stating that such Optionee is exercising its Notes Option, which Exercise Notice shall set forth the aggregate principal amount of the Opal Sheppard Notes for which the Notes Option is being exercised. However, without Opal Sheppard’s prior written consent, at no time shall an Optionee exercise its Notes Option:

(i) for an amount less than $1,000,000 of outstanding principal amount of Opal Sheppard Notes; or

(ii) for an amount that would cause Opal Sheppard to hold an amount in aggregate principal amount of Opal Sheppard Notes that is greater than $0 and less than $1,000,000 in aggregate principal amount.

(b)         Closing.

(i) The closing of any exercise of the Notes Option shall be on the tenth (10^th) Business Day after the date of the Exercise Notice (the “Exercise Date”), or such other date as mutually agreed upon by the Optionee and the Seller (the “Option Closing Date”).

(ii) On or before the Option Closing Date, PJC shall cause the Optionee that exercised the Notes Option to pay the Exercise Price for the Opal Sheppard Notes being purchased (the “Purchased Opal Sheppard Notes”) by wire transfer of immediately available funds pursuant to instructions to be provided by the Seller to such Seller and upon request of the Seller, to execute and deliver any additional documents deemed by the Seller to be necessary or desirable to transfer the Purchased Opal Sheppard Notes, including without limitation as may be necessary to register the transfer in accordance with the New Senior Notes Indenture. On or before the Option Closing Date, Opal Sheppard shall deliver or cause the Seller to deliver to the Optionee the Purchased Opal Sheppard Notes in such form that good and marketable title thereto passes to the Optionee upon such delivery, free and clear of any Liens or taxes.

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(c)         Terms of Exchange. PJC agrees that if any Opal Sheppard Notes are purchased by an Optionee pursuant to the exercise of a Notes Option under this Section 3, then

(i) For a period of twelve months from the Exercise Date, PJC shall not, and shall not permit any Optionee that so purchased Opal Sheppard Notes, without Opal Sheppard’s prior written consent, to directly or indirectly resell the Purchased Opal Sheppard Notes for cash at a price above their face value plus any accrued and unpaid interest; and

(ii) PJC shall not, and shall not permit any Optionee that so purchased Opal Sheppard Notes, without Opal Sheppard’s prior written consent, to directly or indirectly exchange Purchased Opal Sheppard Notes for Common Stock, or any other security having its value derived directly from the value of Common Stock (“Equity-Like Securities”), in a single-step or multiple-step transaction with the Company (an “Exchange”) which would have the direct or indirect effect of providing PJC or such Optionee with Common Stock or Equity-Like Securities at an effective price of less than the greater of (a) the volume-weighted average price of Common Stock for the fifteen trading days immediately preceding the Exercise Date as reported by Bloomberg Financial Services; and (b) $0.20 per share of Common Stock (as adjusted from time to time to reflect any stock dividends, stock splits, recapitalizations or similar transactions occurring after the Closing); and

(iii) so long as Opal Sheppard still holds any Opal Sheppard Notes acquired at the Closing, PJC shall not and shall not permit any Optionee that acquired Purchased Opal Sheppard Notes pursuant to the exercise of the Notes Option, to directly or indirectly partcipate in an Exchange with respect to the Purchased Opal Sheppard Notes unless the Seller of such Purchased Opal Sheppard Notes is offered the opportunity to participate in such Exchange with respect to any Opal Sheppard Notes it acquired at the Closing and still at the time holds on substantially the same terms and conditions as PJC or such Optionee.

(iv) For avoidance of doubt, Equity-Like Securities shall include, without limitation, warrants to purchase Common Stock and debt securities convertible into Common Stock.

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(d)         Right of First Refusal. Nothing in Section 3 shall prohibit or otherwise restrict Opal Sheppard from selling or transferring any Opal Sheppard Notes to a third party in accordance with applicable law and Section 2.04 of the New Senior Notes Indenture; provided, however, that in the event that Opal Sheppard (a “Transferring Holder”) intends to effect such a sale or other transfer during the twelve month period commencing on the Closing Date under the MTAs, then PJC and Triax, or such Person or Persons as PJC and Triax may at such time designate in writing (each, a “Transferee”) shall have a right of first refusal to purchase such Opal Sheppard Notes proposed to be so transferred or sold (the “Transfer Notes”) on the terms and conditions set forth in this Section 3(d).

(i) Notice of Proposed Transfer. At least five (5) business days in advance of a proposed transfer, the Transferring Holder shall deliver to PJC a written notice (the “Transfer Notice”) stating: (A) the Transferring Holder’s bona fide intention to sell or otherwise transfer such Transfer Notes; (B) the name of each proposed purchaser or other transferee (each, a “Proposed Transferee”); (C) the principal amount of the Transfer Notes to be transferred to each Proposed Transferee; and (D) the terms and conditions, including the proposed closing date, of each proposed sale or transfer. The Transferring Holder shall offer the Transfer Notes at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Transferee(s).

(ii) Exercise of Right of First Refusal. At any time within five (5) business days after receipt of the Transfer Notice, the Transferee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Transfer Notes proposed to be transferred to the Proposed Transferee(s), at the Purchase Price. If the terms of the proposed transfer in the Transfer Notice include consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined jointly by Opal Sheppard and the Transferee(s) in good faith.

(iii) Payment and Transfer. On or before the closing date set forth in the Transfer Notice or such other date as may be mutually agreed by the Transferring Holder and the Transferee(s), (i) payment of the Purchase Price shall be made in cash by wire transfer of immediately available funds pursuant to instructions to be provided by the Transferring Holder to such Transferring Holder, (ii) upon request of the Transferring Holder, the Transferee(s) shall execute and deliver any additional documents deemed by the Transferring Holder to be necessary or desirable to transfer the Transfer Notes, including without limitation as may be necessary to register the transfer in accordance with the New Senior Notes Indenture, and (iii) the Transferring Holder shall deliver to the Transferee(s) the Transfer Notes in such form that good and marketable title thereto passes to the Transferee(s) upon such delivery, free and clear of any Liens or taxes.

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3A.       Assignment of Call Option. PJC agrees that it will use its best efforts to assign to Opal Sheppard in accordance with the terms of that certain Convertible Note Purchase Agreement dated as of May 12, 2017 between Integrated Core Strategies (US) LLC and PJC (the “ICS Agreement”) its option to purchase New Convertible Notes (as defined in the ICS Agreement), with respect to $2,000,000 principal amount of such New Convertible Notes, from Integrated Core Strategies (US) LLC pursuant to Section 2.2 of the ICS Agreement; provided that, upon such assignment, if and when effected, Opal Sheppard agrees to conduct any exercise of such Call Option in accordance with the terms of the ICS Agreement; and provided further that each of PJC and Opal Sheppard agrees to execute and deliver such documents or other instruments as may be reasonably necessary to effectuate the assignment contemplated in this Section 3(e).

4.           Representations and Warranties.

(a)         Representations and Warranties of Opal Sheppard. Opal Sheppard hereby represents and warrants to, and agrees with, PJC, as of the date hereof and as of the Closing Date, as follows:

(i) Organization, Authority, Execution and Enforceability. Opal Sheppard 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 the Operative Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby, as applicable. This Agreement has been duly authorized, executed and delivered by Opal Sheppard and constitutes the valid and binding obligation of Opal Sheppard, 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. Each Operative Agreement, when executed and delivered by Opal Sheppard will be duly authorized, executed and delivered by Opal Sheppard and will constitute the valid and binding obligation Opal Sheppard 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.

(ii) Investment Representations. Opal Sheppard 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 and the Operative Agreements. Opal Sheppard will be acquiring the New Senior Notes, Common Stock and Warrant for investment purposes and not with a view to, or for resale in connection with, any distribution of the New Senior Notes, Common Stock or Warrant. Opal Sheppard has the capacity to evaluate the merits and risks of its investment in the New Senior Notes, Common Stock and Warrant and to bear all economic risks of investment in the New Senior Notes, Common Stock and Warrant, including a complete loss of its investment. Opal Sheppard 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 it has determined to be necessary in connection with the purchase of the New Senior Notes, Common Stock and the Warrant. Opal Sheppard acknowledges that PJC has not made any representation to the accuracy or completeness of any of the SEC filings of the Company.

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(iii) Exempted Transaction. Opal Sheppard acknowledges that the New Senior Notes, Common Stock and Warrant 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.

(iv) 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 Opal Sheppard for the consummation of the transactions contemplated by this Agreement and the Operative Agreements.

(v) No Violation of Law or Agreement. Neither the execution and delivery of this Agreement or any Operative Agreements by Opal Sheppard, nor the consummation of the transactions contemplated hereby or thereby by Opal Sheppard, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to Opal Sheppard.

(vi) Ownership. At any Option Closing, Opal Sheppard will be the legal and beneficial owner of Opal Sheppard Notes being purchased, duly authorized to convey such Opal Sheppard Notes to the Optionee and will convey to PJC or the relevant Optionee good and marketable title to the Purchased Opal Sheppard Notes being so transferred, free and clear of any Liens or taxes.

(b)         Representations and Warranties of the PJC. PJC hereby represents and warrants to, and agrees with, Opal Sheppard, as of the date hereof and as of the Exercise Date, as follows:

(i) Organization, Authority, Execution and Enforceability. PJC 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 PJC and constitutes the valid and binding obligation of PJC, 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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(ii) Investment Representations. PJC is, and any Optionee will be, an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act, and has or will have 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. PJC and each Optionee that exercises the Notes Option will be acquiring the Opal Sheppard Notes for investment purposes, and not with a view to, or for resale in connection with, any distribution of such Opal Sheppard Notes. PJC and each Optionee has the capacity to evaluate the merits and risks of its investment in the Opal Sheppard Notes and to bear all economic risks of investment in the Opal Sheppard Notes, including a complete loss of its investment. PJC has had, and each Optionee will have, 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 it has determined to be necessary in connection with the purchase of the Opal Sheppard Notes. PJC acknowledges, on behalf of itself and each Optionee, that Opal Sheppard has not made any representation to the accuracy or completeness of any of the SEC filings of the Company.

(iii) Exempted Transaction. PJC acknowledges, on behalf of itself and each Optionee, that the Opal Sheppard Notes 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.

(iv) 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 PJC or an Optionee for the consummation of the transactions contemplated by this Agreement, other than the written approval of the Florida Office of Insurance Regulation, if applicable.

(v) No Violation of Law or Agreement. Neither the execution and delivery of this Agreement by PJC or any Optionee, nor the consummation of the transactions contemplated hereby by PJC or any Optionee, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to PJC or such Optionee.

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5.           Board Representation. PJC shall ensure that Opal Sheppard and the Company enter into appropriate Board Documents reasonably acceptable to Opal Sheppard to provide, among other things, that for so long as (i) PJC shall retain its board rights as set forth in the MTAs to designate three (3) directors and (ii) Opal Sheppard and/or any Affiliates (as defined in the Board Documents) or Related Funds (as defined in the Board Documents) thereof, in the aggregate, shall continue to beneficially own (without duplication) at least 15.00% of the original principal amount of the Opal Sheppard Notes, Opal Sheppard will have the right to designate one (1) director to the Company’s board of directors in accordance with PJC’s board rights set forth in the MTAs.

6.           Miscellaneous.

(a)         Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of each party contained herein shall survive the Closing and the closing of any exercise of the Notes Option. Each party may rely on such representations, warranties and covenants irrespective of any investigation made, or notice or knowledge held by, it or any other Person.

(b)         Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via facsimile transmission and verification received, or five (5) Business Days after being posted by the United States postal service, registered or certified mail, return receipt requested with first class postage prepaid.

(c)         Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party. Any purported assignment without such consent shall be null and void.

(d)         Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(e)         Further Assurances. From and after the date hereof, upon the reasonable request of any party hereto, the other parties will, and shall cause their respective Affiliates to, execute and deliver such instruments, documents or other writings, and to do such other acts and things, as may be necessary or reasonable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

(f)          Entire Agreement. This Agreement and the Operative Agreements constitute the entire agreement by the parties hereto and supersede any other agreement, whether written or oral, that may have been made or entered into between them relating to the matters contemplated hereby.

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(g)         Amendments and Waivers. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

(h)         Expenses. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder.

(i)          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would require the application of laws of any other jurisdiction. Any legal action or proceeding in connection with this Agreement or the performance hereof shall be brought in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and agrees not to assert, by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that any such action or proceeding may not be brought or maintained in one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby consents to service of process in any such action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, pursuant to Section 5(b) is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with this Section 5(i) does not constitute good and sufficient service of process. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(j)          Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), each of which shall be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

PJC Investments, LLC			OPAL SHEPPARD OPPORTUNITIES
			FUND I LP
By:	/s/ Patrick J. Curry
	Name:	Patrick J. Curry	By:	OSO MANAGEMENT LLC, its General
	Title:	Manager		Partner
			By:	/s/ James Hua
				Name:	James Hua
				Title:	Manager

EX-10.24

Exhibit 10.24

EXECUTION VERSION

sECURITIES aCQUISITION AGREEMENT

This SECURITIES ACQUISITION AGREEMENT (this “Agreement”) is entered into as of July 28, 2017 by and among Mimesis Capital Partners LLC (“Mimesis”), PJC Investments, LLC, a Texas limited liability company (“PJC”) and Triax Capital Advisors LLC, a New York limited liability company (“Triax”). Each of PJC and Triax may also be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, PJC is party to Master Transaction Agreements, dated as of March 15, 2017 and May 12, 2017, as amended to date and from time to time (the “MTAs”; capitalized terms not otherwise defined in this Agreement shall have the meanings assigned to them in the MTAs), by and among Emergent Capital, Inc. (the “Company”), PJC and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”) relating to the recapitalization of the Company; and

WHEREAS, pursuant to the MTAs, the Parties will designate one or more party(ies) (collectively, the “Investor”) to be party(ies) to certain other agreements, including the Senior Note Purchase Agreement, the Common Stock Purchase Agreement, the Registration Rights Agreement and/or the Warrant (each an “Operative Agreement”; and collectively, the “Operative Agreements”); and

WHEREAS, Mimesis wishes that it be designated, and the Parties wish to designate Mimesis as an Investor with respect to certain rights and obligations under the Operative Agreements in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.           Designations by the Parties. The Parties hereby agree with Mimesis that it will cause Mimesis to be designated as an Investor with respect to the following rights and obligations under the Operative Agreements:

(a)         Senior Note Purchase Agreement. The Parties will cause Mimesis to be designated as an Investor to purchase $1,500,000 in aggregate principal amount of the New Senior Notes, as set forth on Schedule I, from the sellers thereof pursuant to the Senior Note Purchase Agreement.

(b)         Common Stock Purchase Agreement. PJC will cause Mimesis to be designated as an Investor to purchase 2,500,000 Shares, for a purchase price of $0.20 per share or an aggregate purchase price of $500,000, from the Company pursuant to the Common Stock Purchase Agreement.

(c)         Warrant. The Parties will cause Mimesis to be designated as an Investor to receive Warrants to purchase an aggregate of 600,000 Warrant Shares, as set forth on Schedule I, at an exercise price of $0.20 per Warrant Share, which Warrants shall vest pursuant to Section 2(b)(ii) of the Warrant, on a pro rata basis with the 25,000,000 Warrant Shares vesting pursuant to such Section 2(b)(ii).

2.           Entry into Operative Agreements by Mimesis. Mimesis agrees that, in connection with the Closing, it will enter into and perform their obligations under each of the Operative Agreements as applicable with respect to the designations set forth in Section 1 of this Agreement.

3.           Notes Option. The Parties and Mimesis agree that, at any time after the issuance of the New Senior Notes until the date that is the eighteenth month anniversary thereof (the “Option Period”), the Parties shall have the option (the “Notes Option”) to require Mimesis to sell to the Parties, allocated equally between them, all or a portion of the New Senior Notes purchased pursuant to Section 1(a) of this Agreement and then held by Mimesis (all such New Senior Notes, the “Mimesis Notes”) at an aggregate purchase price equal to the outstanding principal amount of the Mimesis Notes for which the Notes Option is being exercised plus any accrued and unpaid interest thereon (the “Exercise Price”), all in accordance with the provisions of this Section 3.

(a)         Exercise of Option. The Parties, at their option and in their sole discretion, may at any time and from time to time during the Option Period, exercise the Notes Option, in whole or in part, by delivering in writing to Mimesis a notice (an “Exercise Notice”) stating that the Parties are exercising their Notes Options, which Exercise Notice shall set forth the aggregate principal amount of the Mimesis Notes for which the Notes Option is being exercised. However, without the prior written consent of Mimesis, at no time shall the Parties exercise their Notes Option:

(i) for an amount less than $500,000 of outstanding principal amount of Mimesis Notes; or

(ii) for an amount that would cause Mimesis to hold an amount in aggregate principal amount of Mimesis Notes that is greater than $0 and less than $500,000 in aggregate principal amount.

(b)         Remaining Mimesis Notes. If at the end of the Exercise Period Mimesis still holds any Mimesis Notes, the Parties shall purchase such remaining Mimesis Notes and such purchase shall be treated under Section 3(c) below as a closing of an exercise of the Notes Option, with the final date of the Exercise Period serving as the date of the Exercise Notice therefor.

(c)         Closing.

(i) The closing of any exercise of the Notes Option shall be on the tenth (10^th) Business Day after the date of the Exercise Notice (the “Exercise Date”), or such other date as mutually agreed upon by the Parties and Mimesis (the “Option Closing Date”).

(ii) On or before the Option Closing Date, the Parties shall pay the Exercise Price for the Mimesis Notes being purchased (the “Purchased Mimesis Notes”) by wire transfer of immediately available funds to Mimesis pursuant to instructions to be provided by Mimesis, and upon request of Mimesis, to execute and deliver any additional documents deemed by Mimesis to be necessary or desirable to transfer the Purchased Mimesis Notes, including without limitation as may be necessary to register the transfer in accordance with the New Senior Notes Indenture. On or before the Option Closing Date, Mimesis shall deliver or cause to be delivered to the Parties the Purchased Mimesis Notes in such form that good and marketable title thereto passes to the Parties upon such delivery, free and clear of any Liens or taxes.

(d)         Terms of Exchange. The Parties agree that if any Mimesis Notes are purchased by the Parties pursuant to the exercise of a Notes Option under this Section 3, then

(i) the Parties shall not, without Mimesis’s prior written consent, directly or indirectly exchange Purchased Mimesis Notes for Common Stock, or any other security having its value derived directly from the value of Common Stock (“Equity-Like Securities”), in a single-step or multiple-step transaction with the Company (an “Exchange”) which would have the direct or indirect effect of providing either Party with Common Stock or Equity-Like Securities at an effective price of less than the greater of (a) the volume-weighted average price of Common Stock for the fifteen trading days immediately preceding the Exercise Date as reported by Bloomberg Financial Services; and (b) $0.20 per share of Common Stock (as adjusted from time to time to reflect any stock dividends, stock splits, recapitalizations or similar transactions occurring after the Closing); and

(ii) so long as Mimesis still holds any Mimesis Notes acquired at the Closing, the Parties shall not directly or indirectly partcipate in an Exchange with respect to the Purchased Mimesis Notes unless Mimesis is offered the opportunity to participate in such Exchange with respect to any Mimesis Notes it acquired at the Closing and still at the time holds, on substantially the same terms and conditions as the Parties.

For avoidance of doubt, Equity-Like Securities shall include, without limitation, warrants to purchase Common Stock and debt securities convertible into Common Stock.

(e)         Right of First Refusal. Nothing in Section 3 shall prohibit or otherwise restrict Mimesis from selling or transferring any Mimesis Notes to a third party in accordance with applicable law and Section 2.04 of the New Senior Notes Indenture; provided, however, that in the event that Mimesis intends to effect such a sale or other transfer during the Option Period, then the Parties shall have a right of first refusal to purchase such Mimesis Notes proposed to be so transferred or sold (the “Transfer Notes”) on the terms and conditions set forth in this Section 3(e).

(i) Notice of Proposed Transfer. At least five (5) business days in advance of a proposed transfer, Mimesis shall deliver to each Party a written notice (the “Transfer Notice”) stating: (A) Mimesis’s bona fide intention to sell or otherwise transfer such Transfer Notes; (B) the principal amount of the Transfer Notes to be transferred to each Proposed Transferee; and (C) the terms and conditions, including the proposed closing date, of each proposed sale or transfer. Mimesis shall offer the Transfer Notes at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Parties, allocated equally between them.

(ii) Exercise of Right of First Refusal. At any time within five (5) business days after receipt of the Transfer Notice, the Parties may by giving written notice to Mimesis, elect to purchase all, but not less than all, of the Transfer Notes proposed to be transferred to the Proposed Transferee(s), at the Purchase Price. If the terms of the proposed transfer in the Transfer Notice include consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined jointly by Mimesis and the Parties in good faith.

(iii) Payment and Transfer. On or before the closing date set forth in the Transfer Notice or such other date as may be mutually agreed by Mimesis and the Parties, (i) the Parties shall make payment of the Purchase Price in cash by wire transfer of immediately available funds pursuant to instructions to be provided by Mimesis to the Parties, (ii) upon request of Mimesis, the Parties shall execute and deliver any additional documents deemed by Mimesis to be necessary or desirable to transfer the Transfer Notes, including without limitation as may be necessary to register the transfer in accordance with the New Senior Notes Indenture, and (iii) Mimesis shall deliver to the Parties the Transfer Notes in such form that good and marketable title thereto passes to the Parties upon such delivery, free and clear of any Liens or taxes.

4.           Representations and Warranties.

(a)         Representations and Warranties of Mimesis. Mimesis hereby represents and warrants to, and agrees with, the Parties, as of the date hereof and as of the Closing Date, as follows:

(i) Organization, Authority, Execution and Enforceability. Mimesis 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 the Operative Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby, as applicable. This Agreement has been duly authorized, executed and delivered by Mimesis and constitutes the valid and binding obligation of Mimesis, 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. Each Operative Agreement, when executed and delivered by Mimesis, will be duly authorized, executed and delivered by Mimesis and will constitute the valid and binding obligation of Mimesis 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.

(ii) Investment Representations. Mimesis 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 and the Operative Agreements. Mimesis will be acquiring the New Senior Notes, Common Stock and Warrant for investment purposes and not with a view to, or for resale in connection with, any distribution of the New Senior Notes, Common Stock or Warrant. Mimesis has the capacity to evaluate the merits and risks of its investment in the New Senior Notes and Warrant and to bear all economic risks of investment in the New Senior Notes and Warrant, including a complete loss of its investment. Mimesis 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 it has determined to be necessary in connection with the purchase of the New Senior Notes and the Warrant. Mimesis acknowledges that neither Party has made any representation to the accuracy or completeness of any of the SEC filings of the Company.

(iii) Exempted Transaction. Mimesis acknowledges that the New Senior Notes, Common Stock and Warrant 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.

(iv) 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 Mimesis for the consummation of the transactions contemplated by this Agreement and the Operative Agreements.

(v) No Violation of Law or Agreement. Neither the execution and delivery of this Agreement or any Operative Agreements by Mimesis, nor the consummation of the transactions contemplated hereby or thereby by Mimesis, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to Mimesis.

(vi) Ownership. At any Option Closing, Mimesis will be the legal and beneficial owner of Mimesis Notes being purchased, duly authorized to convey such Mimesis Notes to the Parties and will convey to the Parties good and marketable title to the Purchased Mimesis Notes being so transferred, free and clear of any Liens or taxes.

(b)         Representations and Warranties of the Parties. Each Party, severally and not jointly, hereby represents and warrants, and agrees with, Mimesis, as to itself as of the date hereof and as of the Exercise Date, as follows:

(i) Organization, Authority, Execution and Enforceability. Each Party is duly organized, validly existing and in good standing under the laws of its respective 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 each Party and constitutes the valid and binding obligation of such Party, 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.

(ii) Investment Representations. Each Party is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act, and has or will have 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. Each Party, upon an exercise of the Notes Option, will be acquiring the Mimesis Notes for investment purposes, and not with a view to, or for resale in connection with, any distribution of such Mimesis Notes. Each Party has the capacity to evaluate the merits and risks of its investment in the Mimesis Notes and to bear all economic risks of investment in the Mimesis Notes, including a complete loss of its investment. Each Party 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 it has determined to be necessary in connection with the purchase of the Mimesis Notes. Each Party acknowledges that Mimesis has not made any representation to the accuracy or completeness of any of the SEC filings of the Company.

(iii) Exempted Transaction. Each Party acknowledges that the Mimesis Notes 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.

(iv) 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 either Party for the consummation of the transactions contemplated by this Agreement, other than the written approval of the Florida Office of Insurance Regulation, if applicable.

(v) No Violation of Law or Agreement. Neither the execution and delivery of this Agreement by either Party, nor the consummation of the transactions contemplated hereby by either Party, will violate any judgment, order, writ, decree, law, rule or regulation or agreement applicable to either Party.

5.           Board Observation. PJC shall use its best efforts to cause the Company’s board of directors to offer board observation rights to at least two designees of Mimesis, though such designees need not necessarily be members of Mimesis, for so long as (i) Mimesis shall continue to hold any New Senior Notes or (ii) the Company’s board deems such observation rights to be beneficial to the Company; provided that Mimesis acknowledges that such observation rights will not permit such designees of Mimesis to vote on any action taken by the Company’s board of directors. Any such offer shall be subject to the acceptance of such designees in their respective capacities.

6.           Miscellaneous.

(a)         Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of each party contained herein shall survive the Closing and the closing of any exercise of the Notes Option. Each party may rely on such representations, warranties and covenants irrespective of any investigation made, or notice or knowledge held by, it or any other Person.

(b)         Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via facsimile transmission and verification received, or five (5) Business Days after being posted by the United States postal service, registered or certified mail, return receipt requested with first class postage prepaid.

(c)         Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party. Any purported assignment without such consent shall be null and void.

(d)         Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(e)         Further Assurances. From and after the date hereof, upon the reasonable request of any party hereto, the other parties will, and shall cause their respective Affiliates to, execute and deliver such instruments, documents or other writings, and to do such other acts and things, as may be necessary or reasonable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

(f)          Entire Agreement. This Agreement and the Operative Agreements constitute the entire agreement by the parties hereto and supersede any other agreement, whether written or oral, that may have been made or entered into between them relating to the matters contemplated hereby.

(g)         Amendments and Waivers. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

(h)         Expenses. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder.

(i)          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would require the application of laws of any other jurisdiction. Any legal action or proceeding in connection with this Agreement or the performance hereof shall be brought in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and agrees not to assert, by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that any such action or proceeding may not be brought or maintained in one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby consents to service of process in any such action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, pursuant to Section 5(b) is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with this Section 5(i) does not constitute good and sufficient service of process. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(j)          Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), each of which shall be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

PJC Investments, LLC			TRIAX CAPITAL ADVISORS LLC
By:	/s/ Patrick J. Curry		By:	/s/ Joseph E. Sarachek
	Name:	Patrick J. Curry		Name:	Joseph E. Sarachek
	Title:	Manager		Title:	Managing Partner
MIMESIS CAPITAL PARTNERS LLC
By:	/s/ Matthew D. Houk
	Name:	Matthew D. Houk
	Title:	Authorized Person

EX-10.25

Exhibit 10.25

Execution Version

rights PURCHASE AGREEMENT

This RIGHTS PURCHASE AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 6, 2017 by and among Ironsides P Fund L.P. and Ironsides Special Situations Master Fund II L.P. (each, a “Seller” and collectively, the “Sellers”) and PJC Investments, LLC, a Texas limited liability company (the “Purchaser”).

WHEREAS, each Seller is the beneficial owner of certain 8.50% Senior Unsecured Convertible Notes due 2019 (the “Convertible Notes”) issued by Emergent Capital, Inc. (the “Company”); and

WHEREAS, the Company has offered, pursuant to the Offer to Exchange, dated April 18, 2017 (the “Exchange Offer”), for each $1,000 in principal amount of Convertible Notes accepted for exchange in the Exchange Offer, (i) new 5.0% Senior Unsecured Convertible Notes due 2023 (the “New Convertible Notes”) and (ii) the right to purchase shares of its common stock, par value $0.001 per share (the “Common Stock”); and

WHEREAS, as a result of the Exchange Offer, for each $1,000 in principal amount of Convertible Notes accepted for exchange in the Exchange Offer, each Seller will receive (i) New Convertible Notes and (ii) the right (the “Exchange Common Stock Purchase Rights”) to purchase shares of Common Stock (the “Shares”); and

WHEREAS, each Seller has agreed, pursuant to the Master Transaction Agreement (as defined below), to tender all the Convertible Notes beneficially owned by it into the Exchange Offer and receive, among other things, the Exchange Common Stock Purchase Rights; and

WHEREAS, each Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from each Seller, the Exchange Common Stock Purchase Rights and, in connection therewith, purchase Shares issued by the Company, in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.     Convertible Note TENDER

1.1.        Convertible Note Tender. Each Seller has entered into that certain master transaction agreement dated March 15, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Master Transaction Agreement”) by and among the Company, the Purchaser, and each Seller. Each Seller has tendered or will tender, in accordance with the Master Transaction Agreement, 100% of the principal amount of all Convertible Notes beneficially owned by such Seller into the Exchange Offer and, as a result, is or will be entitled 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.

2.     SALE OF RIGHTS

2.1.        Sale of Exchange Common Stock Purchase Right. Each Seller hereby sells to, and the Purchaser hereby purchases, all of such Seller’s right, title and interest in all of the Exchange Common Stock Purchase Rights held by such Seller. The aggregate purchase price for the Exchange Common Stock Purchase Rights shall consist of a warrant or warrants in the form of the Warrant attached as Exhibit E to the Master Transaction Agreement, (as modified by Amendment No. 1 and Amendment No. 2, the “Warrant(s)”) issued in the name of the Sellers and/or their designee(s) at the direction of the Sellers, to purchase 2,000,000 shares of Common Stock subject to the terms and conditions set forth in the Warrant and, notwithstanding the foregoing, having the vesting rights described in Section 2(b)(ii) thereof (the “Purchase Price”).

2.2.        Closing of Sale of Exchange Common Stock Purchase Rights. At the Closing (as defined in the Master Transaction Agreement), Purchaser shall cause to be delivered to the Sellers the Purchase Price in the form of one or more Warrants issued to the Sellers or their designee(s) at the direction of the Sellers.

2.3.        Procedures. In connection with the sale of the Exchange Common Stock Purchase Rights by the Sellers to the Purchaser and in order to facilitate the sale and issuance of the Shares to the Purchaser or its designee(s), the parties hereto agree that:

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.

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).

3.     REPRESENTATIONS, WARRANTIES AND Covenants

3.1.        Representations and Warranties of the Sellers. Each Seller, severally and not jointly, hereby represents and warrants as to itself, and agrees with, the Purchaser as follows:

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.

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.

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.

3.2.        Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Sellers as follows:

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.

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.

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.

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.

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.

3.3.        Sellers’ and Purchaser’s Joint Acknowledgement. The Sellers and the Purchaser hereby acknowledge and agree that the sale of the Exchange Common Stock Purchase Rights under this Agreement is not a “Transfer” under and as defined in Section 6.14 of the Master Transaction Agreement.

3.4.        Indemnification. Purchaser shall indemnify and hold each Seller and each of their respective officers, directors, Affiliates (as defined in the Master Transaction Agreement), agents and employees (collectively, the “Indemnified Parties”) harmless from and against any out-of-pocket loss, liability, taxes, claim, charge, assessed interest, judgment, fine, penalty, damage, fee or expense (including reasonable legal, consultant, accounting and other professional fees and expenses and including any mitigation cost and any cost of determining that there has been a breach under this Agreement) incurred by such Indemnified Party resulting from (a) any breach of any representation and warranty of the Purchaser contained in this Agreement or document, agreement or instrument delivered pursuant to or in connection with this Agreement or (b) any failure by the Purchaser to perform any covenant or agreement hereunder (including, without limitation, the performance of the payment obligations described in Section 2.3.2) or under any document, agreement or instrument contemplated hereby. The Indemnified Parties shall be third party beneficiaries of this Section 3.4, each of which may enforce the provisions of this Section 3.4. The Purchaser acknowledges that the agreements contained in this Section 3.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Sellers would not enter into this Agreement.

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4.     MISCELLANEOUS

4.1.        Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of each party contained herein shall survive the closing of the sale of the Exchange Common Stock Purchase Rights. Each party may rely on such representations, warranties and covenants irrespective of any investigation made, or notice or knowledge held by, it or any other person.

4.2.        Notices. All notices and other communications by the Purchaser or the Sellers hereunder shall be in writing to the other party and shall be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via facsimile transmission and verification received, or when posted by the United States postal service, registered or certified mail, return receipt requested with postage prepaid.

4.3.        Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party; provided, however, that the obligation to make the payment for the Shares under Section 2.3.2, and the issuance of the Shares under Section 2.3.3, may be assigned by the Purchaser without consent of the Sellers.

4.4.        Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.5.        Further Assurances. From and after the date hereof, upon the reasonable request of any party hereto, the other parties will execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

4.6.        Entire Agreement. This Agreement constitutes the entire agreement by the parties hereto and supersedes any other agreement, whether written or oral, that may have been made or entered into between them relating to the matters contemplated hereby.

4.7.        Expenses. Each of the parties agrees to pay its own expenses incident to this Agreement and the performance of its obligations hereunder.

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4.8.        Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would require the application of laws of any other jurisdiction. Any legal action or proceeding in connection with this Agreement or the performance hereof shall be brought in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and agrees not to assert, by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that any such action or proceeding may not be brought or maintained in one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby consents to service of process in any such action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, pursuant to Section 4.2 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with this Section 4.8 does not constitute good and sufficient service of process. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

4.9.        Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), each of which shall be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement to be duly executed as of the date first above written.

PJC Investments, LLC, as Purchaser
By:	/s/ Patrick Curry
	Name:	Patrick Curry
	Title:	Managing Member
Ironsides P Fund L.P., as Seller
By:	Ironsides P Fund GP LLC, its General Partner
By:	/s/ Robert Knapp
Name:	Robert Knapp
Title:	Manager
Ironsides Partners Special Situations Master Fund II L.P., as Seller
By:	Ironsides Partners Special Situations Fund GP LLC, its General Partner
By:	/s/ Robert Knapp
Name:	Robert Knapp
Title:	Manager
aCKNOWLEDGED AND AGREED: eMERGENT Capital, INC., solely with respect to Sections 2.3.2, 2.3.3, 4.5 and 4.8.
By:	/s/ Antony Mitchell
Name:	Antony Mitchell
Title:	Chief Executive Officer

[Signature Page to the to the Rights Purchase Agreement]

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of common stock of Emergent Capital, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: August 7, 2017			PJC Investments, LLC
JSARCo, LLC			By:	/s/ Patrick J. Curry
				Name:	Patrick J. Curry
By:	TopCo 1, LLC, its Managing Member			Title:	Manager
By:	/s/ Joseph E. Sarachek		Patrick J. Curry
	Name:	Joseph Sarachek
	Title:	Manager	/s/ Patrick J. Curry
TopCo 1, LLC			InvestCo 1, LLC
By:	/s/ Joseph E. Sarachek		By:	/s/ Steven Key
	Name:	Joseph Sarachek		Name:	Steven Key
	Title:	Manager		Title:	Manager
Joseph E. Sarachek			Steven L. Key
/s/ Joseph E. Sarachek			/s/ Steven Key