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

(Title of Class of Securities)

 

29102N105

(CUSIP Number)

 

Brett Lawrence

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, NY 10038

212-806-5422

(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).

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Robert C. Knapp
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
	(See Item 2)			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO
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
			0 (See Item 5)
		8	SHARED VOTING POWER
			0 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	⊠ See Item 5
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0 (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ironsides Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
	(See Item 2)			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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 (See Item 5)
		8	SHARED VOTING POWER
			0 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	⊠ See Item 5
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0 (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ironsides P Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
	(See Item 2)			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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 (See Item 5)
		8	SHARED VOTING POWER
			0 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	⊠ See Item 5
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0 (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ironsides Partners Special Situations Master Fund II L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
	(See Item 2)			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (See Item 5)
		8	SHARED VOTING POWER
			0 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	⊠ See Item 5
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0 (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Item 1.  Security and Issuer.

This Statement on Schedule 13D (the "Statement") relates to the common stock, $0.01 par value (the "Common Stock") of Emergent Capital, Inc. (the "Issuer") whose principal executive offices are located at 5355 Town Center Road - Suite 701, Boca Raton, FL 33486.

Item 2.  Identity and Background.

a. Name

This Statement is being filed by Ironsides Partners LLC ("Ironsides"), Robert C. Knapp, Ironsides P Fund L.P. ("P Fund") and Ironsides Partners Special Situations Master Fund II L.P. ("Master Fund") (together, the "Reporting Persons").

b. Residence or Business Address

The business address of the Reporting Persons is 100 Summer Street, Suite 2705, Boston, MA 02110.

c. Occupation

Ironsides provides investment management services and serves as the investment manager of Master Fund.  Master Fund is a Cayman Islands exempted limited partnership which invests in securities and engages in all related activities and transactions.

Mr. Knapp is the President and Managing Director of Ironsides and the sole managing member of RCK Holdings LLC ("RCK Holdings"), which, in turn, is (i) 99% owner and the sole manager of Ironsides and (ii) the sole member of (A) Ironsides Partners Special Situations Fund GP LLC, a Delaware limited liability company, which is the General Partner of Master Fund and (B) Ironsides P Fund GP LLC, a Delaware limited liability company, which is the General Partner of P Fund, a Delaware limited partnership which invests in securities and engages in all related activities and transactions.

d.-e. Convictions and Civil Judgments

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

Ironsides is a Delaware limited liability company, P Fund is a Delaware limited partnership, Master Fund is an exempted Cayman Islands limited partnership and Mr. Knapp is a citizen of the United States of America.

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

The Issuer's 5.00% Senior Unsecured Convertible Notes due 2023 (the "5.00% Convertible Notes") held by the Reporting Persons were acquired in connection with the consummation of a series of transactions to effect a recapitalization of the Issuer (the "Recapitalization Transactions") including the settlement of an Offer to Exchange, dated April 18, 2017 (the "Exchange Offer"), which, subject to certain conditions, provided that for each $1,000 in principal amount of the Issuer's 8.50% Senior Unsecured Convertible Notes due 2019 (the "8.50% Convertible Notes") accepted for exchange by the Issuer in the Exchange Offer, holders of such 8.50% Convertible Notes would receive (i) $1,000 in principal amount of 5.00% Convertible Notes plus an additional amount of 5.00% Convertible Notes equal to accrued and unpaid interest through and excluding the settlement date of the Exchange Offer on the 8.50% Convertible Notes tendered and accepted by the Issuer in the Exchange Offer and (ii) the right to subscribe in a rights offering (the "Rights Offering") for 500 shares of Common Stock at a price of $0.20 per share.  The warrants to purchase Common Stock (the "Common Stock Purchase Warrants") held by the Reporting Persons were acquired in connection with the Rights Purchase Agreement (as defined below), whereby rights to purchase shares of Common Stock in the Rights Offering were sold in exchange for the right to receive Common Stock Purchase Warrants.

Item 4.  Purpose of Transaction.

The 5.00% Convertible Notes and Common Stock Purchase Warrants were acquired by the Reporting Persons in connection with the consummation of the Recapitalization Transactions.  The Reporting Persons still continue to hold $500 in aggregate principal amount of 8.50% Convertible Notes that were not accepted for exchange in the Exchange Offer.  As part of the Recapitalization Transactions, pursuant to the Designation Agreement (as defined below), Mr. Knapp was appointed to the board of directors of the Issuer (the "Board"), effective as of July 28, 2017.

Subject to Mr. Knapp's duties as a member of the Board, depending on various factors, including the Issuer's financial position and strategic direction, the price levels of the securities of the Issuer, other investment opportunities available to the Reporting Persons, the availability and cost of debt financing, the availability of potential business combination and other strategic transactions, conditions in the capital markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including acquiring or disposing of securities of the Issuer, entering into financial instruments or other agreements which increase or decrease the Reporting Persons' economic exposure with respect to their investments in the Issuer, engaging in any hedging or similar transactions with respect to such holdings and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

a. As of July 28, 2017, the Reporting Persons are not beneficial owners of the Issuer's Common Stock.  Notwithstanding, as of immediately after the consummation of the Recapitalization Transactions, the Reporting Persons held (a) $30,352,665 in aggregate principal amount of 5.00% Convertible Notes, (b) $500 in aggregate principal amount of 8.50% Convertible Notes and (c) Common Stock Purchase Warrants to purchase up to 2,000,000 shares of Common Stock. If fully convertible or exercisable, the Reporting Persons would own (i) 15,176,333 shares of Common Stock in respect of the conversion of the 5.00% Convertible Notes (representing 9.57% of the outstanding shares of Common Stock), (ii) 75 shares of Common Stock in respect of the conversion of the 8.50% Convertible Notes (representing less than .01% of the outstanding shares of Common Stock) and (iii) 2,000,000 shares of Common Stock in respect of the exercise of the Common Stock Purchase Warrants (representing 1.38% of the outstanding shares of Common Stock), and if all 8.50% Convertible Notes, 5.00% Convertible Notes and Common Stock Purchase Warrants held by P Fund and Master Fund were converted or exercised, the Reporting Persons would own, in the aggregate, 17,176,408 shares of Common Stock representing 10.70% of the outstanding shares of Common Stock.¹  As of immediately after the consummation of the Recapitalization Transactions, P Fund held $21,447,283 in aggregate principal amount of 5.00% Convertible Notes, representing 10,723,642 shares of Common Stock issuable upon conversion of such 5.00% Convertible Notes and a Common Stock Purchase Warrant exercisable into 1,413,206 shares of Common Stock.  As of immediately after the consummation of the Recapitalization Transactions, Master Fund held $8,905,382 in aggregate principal amount of 5.00% Convertible Notes, representing 4,452,691 shares of Common Stock issuable upon conversion of such 5.00% Convertible Notes, $500 in aggregate principal amount of 8.50% Convertible Notes, representing 75 shares of Common Stock issuable upon conversion of such 8.50% Convertible Notes and a Common Stock Purchase Warrant exercisable into 586,794 shares of Common Stock.  By virtue of his relationship with P Fund, Master Fund and Ironsides, Mr. Knapp may have been deemed to be the beneficial owner of the 8.50% Convertible Notes held by Master Fund, the 5.00% Convertible Notes held by P Fund and Master Fund and the Common Stock Purchase Warrants held by P Fund and Master Fund.  The conversion of the 5.00% Convertible Notes and the 8.50% Convertible Notes and the exercise of the Common Stock Purchase Warrants are subject to a limitation imposed by Florida State law that voids any conversion of the 5.00% Convertible Notes and the 8.50% Convertible Notes and the exercise of the Common Stock Purchase Warrants to the extent that, after such conversion or exercise, the holder thereof would, directly or indirectly, own more than 10% of the outstanding shares of Common Stock, unless such holder has first applied for and obtained regulatory approval from the Florida Office of Insurance Regulation.  The Reporting Persons have not sought, and have no intention to seek, such approval, and as such, the Reporting Persons may convert the 5.00% Convertible Notes and/or the 8.50% Convertible Notes and exercise the Common Stock Purchase Warrants into no more than approximately 9,048,289 shares of Common Stock.

¹ Based on 143,413,844 shares of Common Stock outstanding as of immediately after the consummation of the Recapitalization Transactions, as provided by the Issuer.

b. By reason of his control of Ironsides and the General Partner of each of Master Fund and P Fund as described in Item 2, Mr. Knapp may be deemed to possess the power to vote and dispose of the securities directly owned by Master Fund and P Fund.

c. The transactions with respect to the Issuer effected by the Reporting Persons in the past 60 days are set forth below.

Transactions in securities of Emergent Capital, Inc. convertible or exercisable into Common Stock during the preceding 60 days
Transaction Date	Party	Security	Acquired/Disposed	Amount	Price
7/28/2017	P Fund	8.50% Convertible Notes	Disposed	$20,652,450	8.50% Convertible Notes were exchanged for 5.00% Convertible Notes in the Exchange Offer.
7/28/2017	Master Fund	8.50% Convertible Notes	Disposed	$8,575,350	8.50% Convertible Notes were exchanged for 5.00% Convertible Notes in the Exchange Offer.
7/28/217	P Fund	5.00% Convertible Notes	Acquired	$21,447,283	5.00% Convertible Notes were received in connection with the settlement of the Exchange Offer.
7/28/2017	Master Fund	5.00% Convertible Notes	Acquired	$8,905,382	5.00% Convertible Notes were received in connection with the settlement of the Exchange Offer.
7/28/2017	P Fund	Common Stock Purchase Warrant	Acquired	Right to Purchase to 1,413,206 shares of Common Stock	Acquired in connection with the Rights Purchase Agreement, whereby rights to purchase shares of Common Stock in the Rights Offering were sold in exchange for the right to receive the Common Stock Purchase Warrants.
7/28/2017	Master Fund	Common Stock Purchase Warrant	Acquired	Right to Purchase 586,794 shares of Common Stock	Acquired in connection with the Rights Purchase Agreement, whereby rights to purchase shares of Common Stock in the Rights Offering were sold in exchange for the right to receive the Common Stock Purchase Warrants.

d. No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

e. Not applicable.

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

Master Transaction Agreement

    As part of the Recapitalization Transactions, Master Fund and P Fund entered into a Master Transaction Agreement, dated as of March 15, 2017 (as amended from time to time, the "Master Transaction Agreement"), by and among the Issuer, PJC Investments, LLC ("PJC"), Master Fund and P Fund regarding a series of integrated transactions with the intent to effect a recapitalization of the Issuer.  Pursuant to the Master Transaction Agreement, Master Fund and P Fund each agreed, subject to certain conditions, to tender the 8.50% Convertible Notes held by them in the Exchange Offer.  The Master Transaction Agreement also gave Master Fund and P Fund the right to designate a director to the Board.  Upon settlement of the Exchange Offer, Master Fund received $8,905,382 in aggregate principal amount of 5.00% Convertible Notes and P Fund received $21,447,283 in aggregate principal amount of 5.00% Convertible Notes.  Subject to the terms and conditions of the indenture governing the 5.00% Convertible Notes, the 5.00% Convertible Notes are convertible into shares of Common Stock at an initial conversion rate of 500 shares of Common Stock per $1,000 principal amount of 5.00% Convertible Notes (or .5 shares of Common Stock per $1.00 principal amount of 5.00% Convertible Notes for 5.00% Convertible Notes denominated in $1.00 increments).

Rights Purchase Agreement

    As part of the Recapitalization Transactions, Master Fund and P Fund entered into a Rights Purchase Agreement, entered into as of July 6, 2017 (the "Rights Purchase Agreement"), by and among Master Fund, P Fund (together with Master Fund, the "Sellers") and PJC.  Pursuant to the Rights Purchase Agreement, the Sellers agreed, subject to certain conditions, to sell to PJC such Sellers' right to purchase shares of Common Stock in the Rights Offering in exchange for the right to receive the Common Stock Purchase Warrants that are currently held by Master Fund and P Fund.

Designation Agreement

    As part of the Recapitalization Transactions and in connection with the right granted to P Fund and Master Fund under the Master Transaction Agreement, Master Fund and P Fund entered into a Designation Agreement, dated as of July 28, 2017 (the "Designation Agreement"), by and among Master Fund, P Fund (together with Master Fund, the "Ironsides Funds") and the Issuer.  Subject to the terms and conditions of the Designation Agreement, the Ironsides Funds have the right to designate one director to the Board.  In accordance with the Designation Agreement, Mr. Knapp was appointed to the Board on July 28, 2017.  To the extent the Ironsides Funds hold the requisite Specified Percentage (as defined in the Designation Agreement), at each meeting of the Issuer's shareholders at which the election of directors is to be considered, the Ironsides Funds shall have the right to designate one nominee whom the Board must nominate for election at such meeting.

Registration Rights Agreement

    As part of the Recapitalization Transactions, Master Fund and P Fund entered into a Registration Rights Agreement, dated as of July 28, 2017 (the "Registration Rights Agreement"), by and among certain investors designated pursuant to the Master Transaction Agreement, certain purchasers of the Issuer's Common Stock and certain holders of the 5.00% Convertible Notes.  Pursuant to the Registration Rights Agreement, the Issuer is required to register the resale of certain securities, including, without limitation, the 5.00% Convertible Notes, the shares of Common Stock issuable upon conversion of the 5.00% Convertible Notes and the shares of Common Stock issuable upon exercise of the Common Stock Purchase Warrants.

Item 7.  Material to Be Filed as Exhibits.

Exhibit I: Agreement of Joint Filing pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.

Exhibit II: Master Transaction Agreement, dated as of March 15, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Ironsides P Fund L.P., and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Exhibit (d)(11) to Amendment No. 3 to Schedule TO of the Issuer filed on June 7, 2017).

Exhibit III: 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 Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Exhibit (d)(12) to Amendment No. 3 to Schedule TO of the Issuer filed on June 7, 2017).

Exhibit IV: 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 Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Exhibit (d)(20) to Amendment No. 5 to Schedule TO of the Issuer filed on June 21, 2017).

Exhibit V: Rights Purchase Agreement, entered into as of July 6, 2017, by and among Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. as Sellers thereunder and PJC Investments, LLC as Purchaser thereunder.

Exhibit VI: Board Designation Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Exhibit 10.7 to the current report on Form 8-K of the Issuer filed on August 1, 2017).

Exhibit VII: Registration Rights Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., and the holders party thereto (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of the Issuer filed on August 1, 2017).

SIGNATURE

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

Dated:  August 4, 2017

IRONSIDES PARTNERS LLC
By:	/s/  Robert C. Knapp
	Name:   Robert C. Knapp
	Title:      President

Robert C. Knapp
	/s/ Robert C. Knapp

IRONSIDES P. FUND L.P.
By:	Ironsides P Fund GP LLC, its General Partner
By:	/s/  Robert C. Knapp
	Name:   Robert C. Knapp
	Title:      Manager

IRONSIDES PARTNERS SPECIAL SITUATIONS MASTER FUND II L.P.
By:	Ironside Partners Special Situations Fund GP LLC, its General Partner
By:	/s/  Robert C. Knapp
	Name:   Robert C. Knapp
	Title:      Manager

EX-99.I

Exhibit I

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Emergent Capital, Inc., a corporation incorporated under the laws of Florida, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on this 4th day of August 2017.

IRONSIDES PARTNERS LLC
By:	/s/  Robert C. Knapp
	Name:   Robert C. Knapp
	Title:      President

Robert C. Knapp
	/s/  Robert C. Knapp
	Name:   Robert C. Knapp

IRONSIDES P. FUND L.P.
By:	Ironsides P Fund GP LLC, its General Partner
By:	/s/  Robert C. Knapp
	Name:   Robert C. Knapp
	Title:      Manager

IRONSIDES PARTNERS SPECIAL SITUATIONS MASTER FUND II L.P.
By:	Ironside Partners Special Situations Fund GP LLC, its General Partner
By:	/s/  Robert C. Knapp
	Name:   Robert C. Knapp
	Title:      Manager

EX-99.V

Exhibit V

Rights Purchase Agreement

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.

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.

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.

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.

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.

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]

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/  Partrick 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 C. Knapp
	Name:   Robert C. Knapp
	Title:     Manager

IRONSIDES PARTNERS SPECIAL SITUATIONS MASTER FUND II L.P., as Seller
By:	Ironside Partners Special Situations Fund GP LLC, its General Partner
By:	/s/  Robert C. Knapp
	Name:   Robert C. 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:     CEO

[Signature Page to the to the Rights Purchase Agreement]