SC 13D

UNITED STATES
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)

Devlin H. Dwyer, Esq.
Kowan & Cordon, LLC
75 14^th Street, Suite 2250
Atlanta, GA  30309
(404) 389-9043

(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(b) 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).

SCHEDULE 13D

CUSIP No. 29102N303

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Opal Sheppard Opportunities Fund I LP     82-1502436
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ☑ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
			11,400,000*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,400,000*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,400,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.8%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

*Includes 1,400,000 shares issuable upon the exercise of warrants, of which (i) 0 are currently exercisable and (ii) 1,400,000 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.

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SCHEDULE 13D

CUSIP No. 29102N303

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	OSO Management LLC     82-2418729
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ☑ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
			11,400,000*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,400,000*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,400,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.8%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

*Includes 1,400,000 shares issuable upon the exercise of warrants, of which (i) 0 are currently exercisable and (ii) 1,400,000 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.

3 

SCHEDULE 13D

CUSIP No. 29102N303

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Opal Capital Partners, LP     90-0837965
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ☑ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
			375,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			375,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	375,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.2%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

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SCHEDULE 13D

CUSIP No. 29102N303

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Opal Advisors, LLC     45-5009963
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ☑ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
			375,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			375,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	375,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.2%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

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SCHEDULE 13D

CUSIP No. 29102N303

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	P. James Hua
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ☑ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
			11,775,000*
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			11,775,000*
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,775,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.1%
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

*Includes 1,400,000 shares issuable upon the exercise of warrants, of which (i) 0 are currently exercisable and (ii) 1,400,000 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.

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Item 1. Security and Issuer

(a) This statement on Schedule D 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 Opal Sheppard Opportunities Fund I LP (“OSO”), OSO Management LLC (“OSO Management”), Opal Capital Partners, LP (“Opal”), Opal Advisors, LLC (“Opal Advisors”) and Phuc James Hua (“Hua”) (collectively, the “Reporting Persons”). Hua is a director of the Issuer.

(b) The address of the principal place of business for OSO and OSO Management is 360 SW Bond Street, Suite 510, Bend, Oregon 97702. The address of the principal place of business for Opal, Opal Advisors and Hua is 40 Lake Bellevue Drive, Suite 245, Bellevue, Washington 98005.

(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) Hua is a United States citizen. OSO, OSO Management, Opal and Opal Advisors are organized in Delaware.

Item 3. Source and Amount of Funds or Other Considerations

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: OSO acquired 10,000,000 shares of Common Stock and warrants to purchase 1,400,000 shares of Common Stock; OSO Management, the general partner of OSO, and Hua, the manager of OSO Management, each acquired beneficial ownership of OSO’s securities; Opal acquired 375,000 shares of Common Stock; Opal Advisors, which is the general partner of Opal, and Hua, who is the managing member of Opal Advisors, acquired beneficial ownership of Opal’s securities; OSO paid an aggregate of $2,000,000.00 and Opal paid an aggregate of $814,293.96, all of which funds were paid from working capital. As a result, the Reporting Persons beneficially own an aggregate of 10,375,000 shares of Common Stock which, together with the Reporting Persons’ warrants to purchase 1,400,000 shares of Common Stock, equals approximately 8.1% of the outstanding shares of Common Stock.

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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 Investments, LLC (“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 in 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, and (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”). OSO entered into a Securities Acquisition Agreement (the “Securities Acquisition Agreement”) with PJC, dated July 28, 2017, pursuant to which PJC designated OSO and/or its designees and affiliates to purchase shares of Common Stock, acquire warrants, purchase New Senior Notes and enter into a board rights agreement 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, OSO, 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, OSO, and other holders of registrable securities (the “Registration Rights Agreement”).

In connection with the Reporting Persons’ acquisition of the Securities and pursuant to a Designation Agreement between the Issuer and OSO dated as of July 28, 2017 (the “Designation Agreement”), OSO has the right to designate one member of the Issuer’s board of directors for so long as (y) PJC has the right to designate three members to the Issuer’s board of directors pursuant to a Board Rights Agreement among the Issuer, PJC, and JSARCo, LLC, dated as of July 28, 2017 and (z) OSO and/or its affiliates (including Opal) in the aggregate beneficially not less than 15% of the New Senior Notes issued by the Issuer to OSO and/or its affiliates (including Opal) on July 28, 2017. Accordingly, Hua was so designated and was appointed as a member of the Issuer’s Board of Directors.

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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) 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 11,775,000 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:

OSO has shared power with Hua.

OSO Management has shared power with Hua.

Hua has sole power over Securities beneficially owned by OSO and OSO Management.

Opal has shared power with Hua.

Opal Advisors has shared power with Hua.

Hua has sole power over Securities beneficially owned by Opal and Opal Advisors.

The 11,775,000 shares of Common Stock beneficially owned by the Reporting Persons, as more fully described in Item 3 above, represent 8.1% of the issued and outstanding shares of Common Stock based on 143,413,844 shares of Common Stock outstanding as of July 28, 2017 as provided by the Issuer.

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(b) See (a) above.

(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.

10 

Signature

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

Dated: August 10, 2017

Opal Sheppard Opportunities Fund I LP

By: OSO Management LLC, its general partner

By:	/s/ P. James Hua
	Name: P. James Hua
	Title: Manager

OSO Management LLC

By:	/s/ P. James Hua
	Name: P. James Hua
	Title: Manager

Opal Capital Partners, LP

By: Opal Advisors, LLC, its general partner

By:	/s/ P. James Hua
	Name: P. James Hua
	Title: Manager

Opal Advisors, LLC

By:	/s/ P. James Hua
	Name: P. James Hua
	Title: Managing Member

P. James Hua

/s/ P. James Hua

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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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 14, 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)).
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)).

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Exhibit No.	Description
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)).
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 28, 2017, by and between Opal Sheppard Opportunities Fund I LP and PJC Investments, LLC.*

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Exhibit No.	Description
10.22	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)).
10.23	Board Rights 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)).
10.24	Designation Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc. and Opal Sheppard Opportunities Fund I LP.*
10.25	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 10, 2017 by and among Opal Sheppard Opportunities Fund I LP, OSO Management LLC, Opal Capital Partners, LP, Opal Advisors, LLC and P. James Hua.*

*Filed herewith.

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EX-10.21

Exhibit 10.21

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 (10th) 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.

(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).

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(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.

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).

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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.

(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.

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(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 ofthe date first above written.

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

[Signature Page to Securities Acquisition Agreement]

[Signature Page to Securities Acquisition Agreement]

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: OSO MANAGEMENT LLC, its General Partner
By:		By:	/s/ James Hua
	Name: Patrick J. Curry		Name: James Hua
	Title:   Manager		Title:   Manager

[Signature Page to Securities Acquisition Agreement]

EX-10

EXECUTION VERSION

DESIGNATION AGREEMENT

This DESIGNATION AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 28, 2017, is entered into by and between (a) Emergent Capital, Inc., a Florida corporation (“Emergent”) and (b) Opal Sheppard Opportunities Fund I LP, a Delaware limited partnership (“Opal Sheppard”). Each of Emergent and Opal Sheppard may also be referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, Emergent has entered into certain Master Transaction Agreements, dated as of March 15, 2017 and May 12, 2017, as amended, supplemented or otherwise modified from time to time (collectively, the “Master Transaction Agreement”), by and among Emergent, PJC Investments, LLC, a Texas limited liability company (“PJC”) and the Consenting Convertible Note Holders party(ies) thereto;

WHEREAS, pursuant to the Master Transaction Agreement, PJC and Triax Capital Advisors LLC, a New York limited liability company, have jointly designated Opal Sheppard as an “Investor” as defined in the Master Transaction Agreement. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Master Transaction Agreement; and

WHEREAS, in connection with the Opal Sheppard acquisition of equity securities of Emergent upon the Closing of the Transactions described in the Master Transaction Agreement, Emergent desires to permit Opal Sheppard to designate one (1) director to the board of directors of Emergent (the “Board”).

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Emergent and Opal Sheppard agree as follows:

SECTION 1. Defined Terms.

“Related Fund” means, with respect to any Person, any fund, account or investment vehicle that is controlled or managed by (i) such Person, (ii) an Affiliate of such Person or (iii) the same investment manager, advisor or subadvisor as such Person or an Affiliate of such investment manager, advisor or subadvisor.

SECTION 2. Designation of Director.

2.1 On the Closing Date, James Hua (the “Designated Director”) shall be added to the Board to fill an existing vacancy on the Board. To the extent that the Designated Director is not appointed to the Board on the Closing Date, the Board shall promptly thereafter (and in any event within five (5) Business Days of the Closing Date) fill an existing vacancy on the Board with the Designated Director and if no such vacancy exists, the Board shall be expanded by one (1) director to create a vacancy, which shall be filled with the Designated Director.

2.2 If Mr. Hua (or any successor Designated Director) shall at any time cease to be affiliated with Opal Sheppard or any Affiliates or Related Funds thereof, or shall cease to be able to serve on the Board by reason of his resignation, death, incapacity, disability, disqualification or removal, or as a result of a conflict of interest, but not as a result of the Designated Director’s failure to be re-elected by the stockholders of Emergent, then Opal Sheppard shall be entitled to nominate a new individual to serve as a member of the Board and the Board shall fill the vacancy created by such departed Designated Director with such nominated individual, provided that such nominated individual satisfies the requirements set forth in Section 2.4. Any such nominated individual shall be deemed to be the Designated Director hereunder. For so long as (x) PJC has the right to designate three (3) directors pursuant to the Board Rights Agreement among Emergent, PJC and the Investors party thereto, dated as of the date hereof (the “PJC Board Rights Agreement”) and (y) Opal Sheppard and/or any Affiliates or Related Funds thereof, in the aggregate, beneficially own (without duplication) at least 15.00% (the “Specified Percentage”) of the original principal amount of the New Senior Notes issued by Emergent to Opal Sheppard on the Closing Date (the “Opal Sheppard New Senior Notes”), Opal Sheppard shall have the right to designate a Designated Director as provided in the first sentence of this Section 2.2, and the Board shall, subject to Section 2.4 below, recommend at each meeting of stockholders at which a Designated Director is to be elected to include a Designated Director as one of the Board’s nominees for election to the Board or to fill a vacancy left by a departed Designated Director, in each case in order to have a Designated Director on the Board. The Board shall not take any action which is inconsistent with making such recommendation. In the event that the stockholders do not elect a Designated Director at a meeting of stockholders at which such Designated Director is nominated for election, then, promptly after such meeting of stockholders (and in any event within ten (10) Business Days of such meeting of stockholders), Opal Sheppard shall have the right to designate a new Designated Director to fill the vacancy created by such event as provided in the first sentence of this Section 2.2; provided, that if (a) the nominated Designated Director is not elected at such meeting of stockholders and (b) there is no vacancy on the Board following the election of directors at such meeting of stockholders, then the Board shall be expanded by one (1) director and Opal Sheppard shall have the right to designate a new Designated Director to fill the vacancy created by such Board expansion as provided in the first sentence of this Section 2.2.

2.3 If (x) PJC no longer has the right to designate three (3) directors pursuant to the PJC Board Rights Agreement or (y) Opal Sheppard and/or any Affiliates or Related Funds thereof, in the aggregate, beneficially own (without duplication) less than the Specified Percentage of the original principal amount of the Opal Sheppard New Senior Notes, Opal Sheppard’s right to designate a Designated Director shall terminate and the Designated Director shall, and Opal Sheppard shall cause the Designated Director to, promptly upon request of Emergent, submit his or her resignation to the Board.

2.4 Notwithstanding anything to the contrary herein, it shall be a condition precedent to any Designated Director’s service on the Board, whether in order to fill a vacancy on the Board or following an election to the Board, that such Designated Director shall, in the reasonable judgment of the Board, (a) have the requisite skill and experience to serve as a director of a publicly traded company, (b) not be prohibited or disqualified from serving as a director of Emergent pursuant to (i) any applicable rule or regulation of the SEC, (ii) any applicable rule or regulation imposed by any exchange on which Emergent’s common stock is

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traded or (iii) any applicable law, and (c) qualify as an independent director under any applicable SEC and exchange requirements, rules and interpretations. The Board will adopt standards of skill and experience desired of potential candidates for nomination to the Board, which will be reflected in a charter of a committee of the Board or other similar document. The Parties agree that Mr. Hua shall be deemed to satisfy the standards of skill and experience desired of potential candidates for nomination to the Board. Opal Sheppard agrees to timely provide Emergent with accurate and complete information relating to a prospective Designated Director that may be required to be considered by the Board or disclosed by Emergent under applicable exchange listing requirements or the Securities Act of 1933, as amended, the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In addition, at Emergent’s request, Opal Sheppard shall cause its Designated Director to complete and execute Emergent’s standard Director and Officer Questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by Emergent. Nothing in this Agreement will prevent or prohibit the Board from removing a Designated Director from the Board in accordance with Emergent’s Bylaws (as then in effect). If a Designated Director is removed from the Board in accordance with the immediately preceding sentence, Opal Sheppard shall have the right to designate a new Designated Director to fill the vacancy created by such Board removal as provided in the first sentence of Section 2.2.

2.5 As compensation for his or her service on the Board, the Designated Director shall receive compensation from Emergent that is consistent with the compensation of other similarly situated members of the Board.

2.6 Each Designated Director shall use reasonable efforts to obtain any necessary approvals from the State of Florida Office of Insurance Regulation in connection with such Designated Director’s service on the Board. If a Designated Director does not obtain any such necessary approvals from the State of Florida Office of Insurance Regulation within one hundred (100) days of the commencement of such Designated Director’s service on the Board, Opal Sheppard shall cause the Designated Director to, promptly upon the request of Emergent, submit his or her resignation to the Board. If a Designated Director resigns from the Board pursuant to this Section 2.6, the Opal Sheppard shall have the right to designate a new Designated Director to fill the vacancy created by such Board removal as provided in the first sentence of Section 2.2. Emergent shall reimburse the Designated Director for all reasonable costs and expenses of the Designated Director incurred in connection with obtaining any necessary approvals from the State of Florida Office of Insurance Regulation pursuant to this Agreement.

2.7 Emergent shall provide customary director and officer indemnity insurance on the same terms as provided to other directors and officers of Emergent in effect from time to time and subject to the conditions and terms thereof, and Emergent further agrees that it shall enter into a customary indemnification agreement with any Designated Director. Emergent hereby acknowledges that any director, officer or other indemnified person covered by such policy (any such persons, an “Indemnitee”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Opal Sheppard and/or or one or more of its Related Funds or Affiliates (the “Indemnitors”). To the extent permitted under Applicable Law, Emergent hereby (i) agrees that Emergent or any subsidiary of Emergent that provides

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indemnity shall be the indemnitor of first resort (i.e., its or their obligations to an Indemnitee shall be primary and any obligation of any Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by an Indemnitee shall be secondary), (ii) agrees that it shall be required to advance the full amount of expenses incurred by an Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this agreement or any other agreement between Emergent and the Indemnitee, without regard to any rights an Indemnitee may have against the Indemnitors or their insurers, and (iii) irrevocably waives, relinquishes and releases the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. To the extent permitted under Applicable Law, Emergent further agrees that no advancement or payment by the Indemnitors on behalf of an Indemnitee with respect to any claim for which an Indemnitee has sought indemnification from Emergent, as the case may be, shall affect the foregoing and the Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against Emergent.

SECTION 3. Termination.

This Agreement shall terminate upon the earlier to occur of (a) the date that the Parties mutually agree to terminate this Agreement and (b) the date on which (i) PJC no longer has the right to designate three (3) directors pursuant to the PJC Board Rights Agreement or (ii) Opal Sheppard and/or any Affiliates or Related Funds thereof, in the aggregate, beneficially own (without duplication) less than the Specified Percentage of the original principal amount of the Opal Sheppard New Senior Notes. Opal Sheppard shall promptly (and in any event within three (3) Business Days) provide written notice to Emergent and PJC if at any time Opal Sheppard and/or any Affiliates or Related Funds thereof, in the aggregate, fail to beneficially own (without duplication) at least the Specified Percentage of the Opal Sheppard New Senior Notes.

SECTION 4. Miscellaneous.

4.1 Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

4.2 Parties in Interest. Subject to the immediately following sentence, this Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the Parties and their successors and permitted assigns. No Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, duties or obligations hereunder without the prior written approval of the other Party; provided, however, that Opal Sheppard may assign any or all of its rights and interests hereunder to one or more of its Affiliates or Related Funds so long as such Affiliate or Related Fund (x) is a holder of Opal Sheppard New Senior Notes at the time of the assignment, and (y) executes and delivers a joinder agreement to this Agreement that is in form and substance reasonably satisfactory to Emergent. Except with respect to the Indemnitors under Section 2.7, nothing in this Agreement, express or implied, is

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intended to or shall confer upon any other Person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

4.3 Amendment. This Agreement may not be amended except by an instrument in writing signed by all of the Parties.

4.4 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

4.5 Governing Law. This Agreement shall be governed in all respects by, and construed in accordance with, the laws of the State of New York (without giving effect to its principles of conflicts of laws, to the extent such principles would require or permit the application of the laws of a jurisdiction other than the State of New York).

4.6 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

4.7 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

4.8 Specific Performance. The Parties agree that, in the event any provision of this Agreement is not performed in accordance with the terms hereof, (a) the non- breaching Party will sustain irreparable damages for which there is not an adequate remedy at law for money damages and (b) the non-breaching Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

4.9 Notices. All notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be deemed to have been effectively given, sent, provided, delivered or received (a) when personally delivered to the Party to be notified, or (b) when sent by confirmed facsimile or by electronic transmission (“e mail”) to the Party to be notified, in either case to such Party at its address, facsimile number or e-mail address set forth on Schedule A. A Party may change its address, facsimile number or e-mail address for purposes of notice hereunder by giving notice of such change to each other Party in the manner provided in this Section 4.9.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered as of the date first written above.

EMERGENT CAPITAL, INC.
By:	/s/  Antony Mitchell
	Name:	Antony Mitchell
	Title:	Chief Executive Officer
OPAL SHEPPARD OPPORTUNITIES FUND ILP
By:	OSO MANAGEMENT LLC, its General Partner
By:
	Name:	James Hua
	Title:	Manager

[Signature page to Opal Sheppard Board Designation Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered as of the date first written above.

EMERGENT CAPITAL, INC.
By:
	Name:	Antony Mitchell
	Title:	Chief Executive Officer
OPAL SHEPPARD OPPORTUNITIES FUND ILP
By:	OSO MANAGEMENT LLC, its General Partner
By:	/s/ James Hua
	Name:	James Hua
	Title:	Manager

Schedule A

Opal Sheppard Opportunities Fund I L.P.

Attn: OSO Management LLC

40 Lake Bellevue Dr, Suite 245

Bellevue, WA 98005

Tel No.: (206) 659-5113

E-mail: james@sheppardwealth.com

Attention: James Hua

Emergent Capital, Inc.

5355 Town Center Road, Suite 701

Boca Raton, Florida 33486

Fax No.: (561) 995 - 4201

E-mail: coreilly@emergentcapital.com

Attention: Office of the General Counsel

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $0.01 par value, of Emergent Capital, Inc. dated as of the date hereof is, and any further amendments 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) under the Securities Exchange Act of 1934, as amended.

Dated:  August 10, 2017

Opal Sheppard Opportunities Fund I LP

By: OSO Management LLC, its general partner

By:	/s/ P. James Hua
	Name: P. James Hua
	Title: Manager

OSO Management LLC

By:	/s/ P. James Hua
	Name: P. James Hua
	Title: Manager

Opal Capital Partners, LP

By: Opal Advisors, LLC, its general partner

By:	/s/ P. James Hua
	Name: P. James Hua
	Title: Manager

Opal Advisors, LLC

By:	/s/ P. James Hua
	Name: P. James Hua
	Title: Managing Member

P. James Hua

/s/ P. James Hua