S-8

As filed with the US Securities and Exchange Commission on April 24, 2024.

  Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________

BURFORD CAPITAL LIMITED

(Exact name of registrant as specified in its charter)

Bailiwick of Guernsey
(State or other jurisdiction of incorporation or organization) N/A
(I.R.S. Employer Identification No.)

____________________

Oak House, Hirzel Street

St. Peter Port

Bailiwick of Guernsey

GY1 2NP

(Address of Principal Executive Offices, including Zip Code)

____________________

BURFORD CAPITAL Deferred Compensation PLAN

(Full title of the plan)

____________________

Puglisi & Associates
850 Library Avenue

Suite 204
Newark, Delaware 19711

(Name and address of agent for service)

(302) 738-6680

(Telephone number, including area code, of agent for service)

____________________

Copies to:

Mark N. Klein

General Counsel and Chief Administrative Officer
350 Madison Avenue
New York, New York 10017
Telephone: (212) 235-6820

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨
Smaller reporting company ¨	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. Plan Information.

All information required by Item 1 of Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this registration statement on Form S-8 (this “Registration Statement”) in accordance with Rule 428 under the US Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

All information required by Item 2 of Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with, or furnished to, the US Securities and Exchange Commission (the “Commission”) pursuant to the US Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Burford Capital Limited (the “Registrant”) are incorporated into this Registration Statement by reference and shall be deemed to be a part hereof:

(a) the Annual Report on Form 20-F of the Registrant for the year ended December 31, 2023 (Commission File No. 001-39511) filed with the Commission on March 28, 2024;

(b) Report on Form 6-K of the Registrant, and the exhibits thereto, furnished to the Commission on January 30, 2024; and

(c) the description of the Registrant’s ordinary shares, no par value per share, which is contained in the registration statement on Form 20-F filed with the Commission pursuant to Section 12 of the Exchange Act on September 11, 2020 (the “Form 20-F Registration Statement”), including any amendments or reports filed for the purposes of updating such description.

The following documents subsequently filed or furnished by the Registrant with or to the Commission after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement:

● reports filed under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; and

● reports furnished on Form 6-K that indicate that they are incorporated by reference into this Registration Statement.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, in any subsequently filed amendment to this Registration Statement or in any document that is incorporated by reference into this Registration Statement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Except as described below, there is no provision of the Registrant’s articles of incorporation (the “Articles of Incorporation”) or the Registrant’s memorandum of incorporation (the “Memorandum of Incorporation”) or any contract, arrangement or statute, under which any director or officer of the Registrant is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such.

In summary, Article 37 of the Articles of Incorporation provides that:

(a) to the extent permitted by the Companies (Guernsey) Law, 2008, as amended (the “Companies Law”), any director, alternate director, secretary, resident agent, other officer or auditor of the Registrant, and their respective heirs and executors (each, an “Indemnified Person”), shall be fully indemnified in so far as the Companies Law allows out of the assets and profits of the Registrant from and against all actions, suits, proceedings, expenses and liabilities (collectively, “Indemnification Matters”) which they or their respective heirs or executors may incur by reason of any contract entered into or any act or omission in or about the execution of their respective offices or trusts (including, without prejudice to the generality of the foregoing, against any costs, charges, expenses, losses or liabilities suffered or incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and discretions and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Registrant), except such (if any) as would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the Registrant, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipt for the sake of conformity or for any bankers or other person with whom any moneys or assets of the Registrant may be lodged or deposited for safe custody or for any bankers or other persons into whose hands any money or assets of the Registrant may come or for any defects of title of the Registrant to any property purchased or for insufficiency or deficiency of, or defect in, title of the Registrant to any security upon which any moneys of the Registrant shall be placed out or invested or for any loss, misfortune or damage resulting from any such cause as aforesaid or which may happen in or about the execution of their respective offices or trusts except should the same happen by or through their own negligence, default, breach of duty or breach of trust in relation to the Registrant, provided that Article 37 of the Articles of Incorporation shall be deemed not to provide for, or entitle any person to, indemnification to the extent that it would cause Article 37 of the Articles of Incorporation, or any part of it, to be treated as void under the Companies Law;

(b) the Registrant shall pay the expenses (including lawyers’ fees) actually and reasonably incurred by an Indemnified Person in defending any Indemnification Matter in advance of its final disposition upon receipt of a written undertaking by or on behalf of such person to promptly repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under paragraph (a) above or otherwise. Payment of such expenses actually and reasonably incurred by such person may be made by the Registrant, subject to such terms and conditions as the directors in their discretion deem appropriate; and

(c) the directors of the Registrant are empowered to purchase and maintain insurance (including, subject to applicable law, from an associated company or any of the Registrant’s subsidiary undertakings from time to time) for the benefit of a person who is or was a director, alternate director, secretary, resident agent, other officer or auditor of the Registrant or of a company which is or was a subsidiary undertaking of the Registrant or in which the Registrant has or had an interest (whether direct or indirect), indemnifying such persons against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the Registrant (including, without prejudice to the generality of the foregoing, insurance against any costs, charges, expenses, losses or liabilities suffered or incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise

or purported exercise of their powers and discretions and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Registrant or any such other body).

In summary, the Companies Law provides that:

(a) pursuant to sections 157(1) and 157(3) of the Companies Law, any provision, whether contained in a company’s memorandum or articles of incorporation or in any contract with the company or otherwise, that purports to exempt a director (to any extent) from any liability that would otherwise attach to such director in connection with any negligence, default, breach of duty or breach of trust in relation to a Guernsey company is void;

(b) pursuant to section 157(2) of the Companies Law, any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or an associated company, or a body corporate which is an overseas company and a subsidiary of the company, against any liability attaching to such director in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director is void, except that section 157(2) of the Companies Law:

● does not prevent a Guernsey company from purchasing and maintaining for a director of the company, or any associated company, insurance against any such liability (see section 158 of the Companies Law); and

● does not apply to a qualifying third-party indemnity provision (see section 159 of the Companies Law). Section 159(2) of the Companies Law provides that “third party indemnity provision” means provision for indemnity against liability incurred by a director to a person other than the company or an associated company, and such provision does not provide any indemnity against: (i) any liability of the director to pay (A) a fine imposed in criminal proceedings, (B) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (ii) any liability incurred by the director (A) in defending criminal proceedings in which he or she is convicted, (B) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him or her, or (C) in connection with an application for relief under section 522 of the Companies Law in which the Royal Court of Guernsey refuses to grant him or her relief.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

(a) The following exhibits are filed with or incorporated by reference into this Registration Statement:

Exhibit Number	Description
4.1	Articles of Incorporation (incorporated by reference to Exhibit 1.1 to the Form 20-F Registration Statement).
4.2	Memorandum of Incorporation (incorporated by reference to Exhibit 1.2 to the Form 20-F Registration Statement).
4.3*	Burford Capital Deferred Compensation Plan, effective as of February 1, 2021, as amended through Amendment No. 7, dated as of March 22, 2024 and effective as of April 1, 2024.
5.1*	Opinion of Ogier (Guernsey) LLP.

23.1*	Consent of Ernst & Young LLP.
23.2*	Consent of Ogier (Guernsey) LLP (included in Exhibit 5.1).
24.1*	Power of attorney (included as part of the signature pages attached hereto).
107*	Filing fee table.
* Filed herewith.

ITEM 9. UNDERTAKINGS.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

 (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee” table or “Calculation of Registration Fee” table, as applicable,  in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such

liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Thika, Kenya on April 24, 2024.

BURFORD CAPITAL LIMITED
By:	/s/ Rukia Baruti
	Name: Rukia Baruti
	Title: Authorized Person

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby severally and individually constitutes and appoints Mark N. Klein his or her true and lawful attorney-in-fact and agent with full powers of substitution to sign on his or her behalf, individually and in any and all capacities (including the capacities stated below), any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act or Instruction E to Form S-8, in each case which relates to this Registration Statement, and all instruments or documents necessary or advisable in connection therewith and to file the same, with all exhibits thereto, and other instruments and documents in connection therewith, with the Commission, granting to said attorney-in-fact and agent, full power and authority to perform each and every act and thing whatsoever necessary or advisable to be done in and about the premises, as fully and to all intents and purposes as any of the undersigned might or could do in person, hereby ratifying and confirming everything that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
/s/ Christopher Bogart Christopher Bogart	Chief Executive Officer and Director (Principal Executive Officer)	April 24, 2024
/s/ Jordan Licht Jordan Licht	Chief Financial Officer (Principal Financial Officer)	April 24, 2024
/s/ Charles Utley Charles Utley	Chief Accounting Officer (Principal Accounting Officer)	April 24, 2024
/s/ Hugh Steven Wilson	Chairman of the Board of Directors	April 24, 2024
Hugh Steven Wilson
/s/ Rukia Baruti	Non-Executive Director	April 24, 2024
Rukia Baruti
/s/ Pamela Corrie	Non-Executive Director	April 24, 2024
Pamela Corrie
/s/ Robert Gillespie	Non-Executive Director	April 24, 2024
Robert Gillespie
/s/ Christopher Halmy Christopher Halmy	Non-Executive Director	April 24, 2024
/s/ John Sievwright John Sievwright	Non-Executive Director	April 24, 2024

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of Burford Capital Limited, has signed this Registration Statement or amendment thereto in the State of Delaware on April 24, 2024.

PUGLISI & ASSOCIATES
By:	/s/ Donald J. Puglisi
	Name: Donald J. Puglisi
	Title: Managing Director

EX-4.3

Exhibit 4.3

Burford Capital

DeferredCompensationPlan

Effective Date February 1, 2021

Article I

EstablishmentandPurpose‌1

Definitions‌1

EligibilityandParticipation‌5

Deferrals‌5

CompanyCredits‌8

PaymentsfromAccounts‌9

ValuationofAccountBalances;Investments‌12

Administration‌13

AmendmentandTermination‌15

InformalFunding‌15

Claims‌16

GeneralProvisions‌19

Article I

Establishment and Purpose

The Remuneration Committee of the Board of Directors of Burford Capital Limited (the “Company”) has approved this Burford Capital Deferred Compensation Plan, applicable to CompensationdeferredunderCompensationDeferralAgreementssubmittedonandafterthe Effective Date and Company Credits credited on or after the Effective Date.

The purpose of the Plan is to attract and retain key employees residing in the United States and theUnitedKingdombyprovidingthemwithanopportunitytodeferreceiptofaportionoftheir salary, bonus, and other specified compensation. The Plan is not intended to meet the qualification requirements of Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended,butisintended tomeettherequirementsofCodeSection409A,andshallbeoperated and interpreted consistent with that intent.

The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the future. Participants in the Plan shall have the status of general unsecured creditors of the applicable Participating Employer. Each Participating Employer shall be solely responsible for payment of the benefits attributable to services performed for it. The Plan is unfunded for Federaltaxpurposesandisintendedtobeanunfundedarrangementforeligibleemployeeswho are part of a select group of management or highly compensated employees of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the liabilities assumed by any Participating Employer will remain the general assets of the Participating Employer, as the case may be, and shall remain subject to the claims of the Participating Employers' creditors until such amounts are paid to the Participants.The Company and any Participating Employer will ensure that, to the extent any amounts are set aside to defray the liabilities assumed by the Company or any Participating Employer, the party holding such amounts shall not knowtheidentities oftheUKParticipants forwhich such assets are set aside or have access to information which may identify the relevant UK Participants.

Article II

Definitions

2.1 Account. Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account establishedbytheCommittee,asthecontextrequires.Accountsareintendedtoconstitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.2 Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent ValuationDate.AllAccountBalanceswillbedenominatedinU.S.dollarswithany conversiontoorfromBritishpoundssterlingorothercurrencytooccur at payrollin accordancewithSection6.9.AllStockwillbevaluedbasedontheclosingpriceofa share of the Company’s common stock on the applicable date as reported on the applicableUSexchangeonwhichthesharesoftheCompany’scommonstockarethen traded under procedures established by the Committee.

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2.3 Affiliate.Affiliatemeansacorporation,tradeorbusinessthat,togetherwiththe Company, is treated as a single employer under Code Section 414(b) or (c).

2.4 Beneficiary. Beneficiary means a natural person, estate, or trust designated by a ParticipantinaccordancewithSection6.3hereoftoreceivepaymentstowhicha Beneficiary is entitled in accordance with provisions of the Plan.

2.5 Board of Directors.BoardofDirectorsmeansthe BoardofDirectorsofthe Company.

2.6 Business Day.BusinessDaymeans each day on which theNewYorkStockExchangeis open for business.

2.7 Cash Account. Cash Account means each Account established by the Committee to record the portion of a Participant’s Deferrals for a PlanYearthathavebeenallocatedto the Cash Account under the terms of a Participant’s Compensation Deferral Agreement.

2.8 Claimant.ClaimantmeansaParticipant orBeneficiaryfilingaclaimunderArticleXIof this Plan.

2.9 Code.CodemeanstheUnited StatesInternalRevenueCodeof1986,asamendedfrom time to time.

2.10 Code Section 409A. Code Section 409A means section 409A of the Code, and regulationsandotherguidanceissuedbytheTreasuryDepartmentandInternalRevenue Service thereunder.

2.11 Committee.CommitteemeansacommitteeappointedbytheRemunerationCommitteeto administer the Plan with respect to administrative activities; provided that, to the extent necessary to avoid liability to any Section 16 Officer pursuant to Section16(b) of the Exchange Act or to comply with any other applicable law or stock exchange listing requirement, in the case of matters affecting Section 16 Officers, Committee means a committee (which may be the Remuneration Committee of the Company’s Board of Directors) comprised solely of non-employee directors (within the meaning of Rule 16b- 3(b)(3) under the Exchange Act).

2.12 Company.CompanymeansBurfordCapitalLimitedandanysuccessor thereto.

2.13 Company Credit. Company Credit means a credit by a Participating Employer to a Participant’sAccount(s)inaccordancewiththeprovisionsofArticleVofthePlan. Unlessthecontextclearlyindicatesotherwise, areferencetoCompanyCreditshall include Earnings attributable to such credit.

2.14 Compensation.CompensationmeansaParticipant’ssalary,bonus,restrictedstockunits andsuchother compensationapprovedbytheCommitteeasCompensationthatmaybe deferred under Section 4.2 of this Plan, excluding any compensation that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A. Compensation earned outside of the United States and the United Kingdom may not be deferred under this Plan. Compensation includes amounts for services paid by a professionalemployerorganization,butdoesnotincludeamountspaidbyinsurance(e.g., long-term disability) or by any other third party that is not an Affiliate.

2.15 Compensation Deferral Agreement.CompensationDeferralAgreementmeansawritten deferral election submitted to theCommitteeby an EligibleEmployeeon theforms and in

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the time and manner designated by the Committee that specifies: (i) the amount or percentage of each component of Compensation earned during a Plan Year that the Participant has elected to defer in accordance with the provisions of Article IV, and (ii) thePaymentScheduleasdescribedinSection6.2for(a)anyCashAccount,and(b)any RSU Account established under such Compensation Deferral Agreement for such Plan Year.If the percentage of restricted stock units designated in a Compensation Deferral Agreement would result in the deferral of a fractional stock unit, the election will be deemed to round the fractional unit up to a whole unit.

2.16 Deferral.DeferralmeansacredittoaParticipant’sAccount(s)thatrecordsthatportionof the Participant’s Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals.

2.17 Discretionary Contribution Account. Discretionary Contribution Account means an Account established by the Committee to record Company Credits described in Section 5.1. A separate Discretionary Contribution Account will be established for each Trading Period in which Company Credits are made under Section 5.1.

2.18 Earnings.Earningsmeansan adjustment (positiveornegative)tothebalanceofan Account in accordance with Article VII.

2.19 Effective Date.EffectiveDatemeansFebruary1, 2021.

2.20 Eligible Employee. Eligible Employee means an Employee who is a member of a select groupofmanagementor highlycompensatedemployeeswhohasbeennotifiedduringan applicableenrollmentperiodofhisorherstatusasanEligibleEmployee.TheCommittee has the discretion to determine which Employees are Eligible Employees for each enrollment period; provided, however, that the Remuneration Committee is charged with designating the members of a Participating Employer’s senior management who are Eligible Employees. All Section 16 Officers of the Company are Eligible Employees.

2.21 Employee. Employee means an individual classified by a Participating Employer as a common-lawemployeeofsuchParticipatingEmployer.Anyreclassificationofaservice provider to be a common-law employee shall apply prospectively only and shall not affect eligibility in respect of periods before such reclassification.

2.22 ERISA.ERISAmeansthe Employee Retirement IncomeSecurityActof1974,as amended from time to time.

2.23 Exchange Act.ExchangeActmeanstheU.S.SecuritiesExchangeActof1934,as amended.

2.24 Participant.ParticipantmeansanindividualdescribedinArticleIII.

2.25 Participating Employer.ParticipatingEmployermeanseachAffiliateidentifiedon Schedule A attached hereto.

2.26 Payment Schedule. Payment Schedule means, with respect to any Cash Account, Discretionary Contribution Account or RSU Account created for a Plan Year, the date paymentwillcommencefromeachsuchAccountandtheforminwhichpaymentwillbe made in accordance with the provisions of Article VI.

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2.27 Performance-Based Compensation. Performance-Based Compensation means Compensation that meets the requirements of Treas. Reg. Section 1.409A-1(e)—i.e., where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than90daysafterthecommencementoftheperiodofservicetowhichthecriteriarelate, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-Based Compensation shall not include any Compensation payable upon the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-1(e)) without regard to the satisfaction of the performance criteria.

2.28 Plan.Planmeans“BurfordCapitalDeferredCompensationPlan”asdocumentedherein and as may be amended from time to time hereafter.

2.29 Plan Year.PlanYearmeansJanuary1through December31.

2.30 Remuneration Committee.RemunerationCommitteemeanstheRemuneration Committee of the Company’s Board of Directors.

2.31 RSU Account.RSUAccountmeansanAccountthatisestablishedtorecordDeferralsof restricted stock units granted under the terms of the Company’s Stock Plan.A separate RSUAccountwillbeestablishedforeachPlanYearinwhichaParticipanthaselectedto defer restricted stock units.

2.32 Section 16 Officer.Section16Officermeans anemployeewho,inrespect ofthe Company,issubjecttothereportingrequirementsofSection16(a)ortheliability provisions of Section 16(b) of the Exchange Act.

2.33 Stock. Stock means units credited to a Participant’s Accounts with each unit having an economicvalueequaltothemarketvalueofoneshareoftheCompany’scommonstock pursuanttothevaluation methodology establishedbytheCommittee.AParticipanthas no voting or other shareholder rights with respect to any Stock credited to his or her Account(s).

2.34 Stock Plan. Stock Plan means The Burford Capital 2016 Long Term Incentive Plan and anysuccessorplanorarrangementforthegrantingofrestrictedstockunitstoemployees that the Committee has identified as Compensation deferrable under this Plan.

2.35 Substantial Risk of Forfeiture.SubstantialRiskofForfeiturehasthemeaningspecifiedin Treas. Reg. Section 1.409A-1(d).

2.36 Trading Period.Trading Periodmeansatradingwindowestablishedbytheapplicable Committee for the transaction in shares of Company common stock by the applicable ParticipantsandthathasbeendesignatedbytheCommitteefortheconversionofcash Deferrals to Stock units and from Stock units to cash in accordance with Section 7.6.

2.37 UK Participant or United Kingdom Participant.UK Participant or United Kingdom ParticipantmeansanindividualwhoisemployedbyaParticipatingEmployerlocatedin the United Kingdom.

2.38 Unforeseeable Emergency. Unforeseeable Emergency has the meaning prescribed by Treas.Reg.Section1.409A-3(i)(3)(i)—i.e.,aseverefinancialhardshiptotheParticipant resulting

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from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code section 152, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example,as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events which may qualify as an Unforeseeable Emergency may be limited by the Committee.

2.39 Valuation Date.ValuationDatemeanseachBusinessDay.

Article III

Eligibility and Participation

3.1 Eligibility and Participation. All Eligible Employees may enroll in the Plan. Eligible EmployeesbecomeParticipantsonthedateonwhichthefirstCompensationDeferral Agreement becomes irrevocable under Article IV.

3.2 Duration.OnlyEligibleEmployeesmaysubmitCompensationDeferralAgreements during an enrollment period and receive Company Credits during the Plan Year. A Participant who is no longer an Eligible Employee will not be allowed to submit Compensation Deferral Agreements for subsequent Plan Years, but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or her Account(s). AnindividualshallceasebeingaParticipantinthePlanwhenhisorher Account has been reduced to zero (0).

3.3 Rehires.An Eligible Employee who separates from service with a Participating Employer and who subsequently resumes performing services for a Participating Employer in the same calendar year (regardless of eligibility) will have his or her Compensation Deferral Agreement for such year, if any, reinstated, but his or her eligibility to participate in the Plan in years subsequent to the year of rehire shall be governed by the provisions of Section 3.1.

Article IV

Deferrals

4.1 Deferral Elections, Generally.

(a) An Eligible Employee may make an initial election to defer Compensation by submittingacompleteCompensationDeferralAgreementduringtheenrollment periods established by the Committee and in the manner specified by the Committee, but in any event in accordance with Section 4.2. The deadline for submitting, changing, or revoking a Compensation Deferral Agreement shall be establishedbytheCommitteeandshallbenolater thanthelatestdatepermitted by Section 4.2.

(b) A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation, or that is submitted by a Participant who separates from service prior to the latest date such agreement would become irrevocable under Section 409A, shall be considered null and void and shall not take effect with respect to such item of Compensation. The Committeemaymodifyor

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revokeanyCompensationDeferralAgreementpriorto the date the election becomes irrevocable under the rules of Section 4.2.

(c) The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for eachsuchcomponent.Theminimumdeferralpercentageshallnotbelessthan5% of the applicable Compensation source and the maximum deferral percentage shall not be more than 75% of salary or 100% of bonus, restricted stock units, or other Compensation.

(d) Deferrals of Compensation shall be calculated with respect to the gross Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Committee as necessary so as not to exceed 100% of thecashCompensationoftheParticipantremainingafterdeductionofallrequired incomeandemployment taxes,requiredemployeebenefitdeductions,deferralsto 401(k) plans and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent that would not trigger tax under Code Section 409A.

(e) Deferralsof restrictedstockunitswillbecalculatedbasedonthetotalamountof unitsgrantedtotheParticipantduringthePlanYearunderthetermsoftheStock Plan. If the percentage of restricted stock units designated in a Compensation DeferralAgreementwouldresultinthedeferralofafractionalstockunit,the election will be deemed to round the fractional unit up to a whole unit.

4.2 Timing Requirements for Compensation Deferral Agreements.

(a) Initial Eligibility. The Committee may permit an Eligible Employee to defer Compensationearnedinthefirstyearofeligibility.TheCompensationDeferral Agreement must be filed within 30 days after attaining Eligible Employee status and becomes irrevocable not later than the 30^th day.

ACompensationDeferralAgreementfiledunderthisparagraphappliesonlyto Compensation for services performed after the date that the Compensation Deferral Agreement becomes irrevocable.

(b) Prior Year Election. Except as otherwise provided in this Section 4.2, the Committee may permit an Eligible Employee to defer Compensation by filing a CompensationDeferralAgreementnolaterthanDecember31oftheyearpriorto the year in which the services giving rise to the Compensation are performed. A Compensation Deferral Agreement filed under this paragraph shall become irrevocable with respect to such Compensation not later than the December 31 filing deadline.

(c) Performance-Based Compensation. With respect to Compensation which qualifies as Performance-Based Compensation, the Committee may delay the otherwiseapplicabledeadlineforfilingaCompensationDeferralAgreementuntil no later than the date that is six months before the end of the applicable performance period, provided that:

(i) the Participant performs services continuously from the later of the beginning of the performance period or the date the performance criteria are

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establishedthroughthedatetheCompensationDeferralAgreementis submitted; and

(ii) theCompensationisnotreadilyascertainableasofthedatethe Compensation Deferral Agreement is filed.

Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the Participant’sdeathordisability(asdefinedinTreas.Reg.Section1.409A-1(e))or upon a change in control event (as defined in Treas. Reg. Section 1.409A-3(i)(5)) priortothesatisfactionoftheperformancecriteria,willbevoidunlessitwouldbe considered timely under another rule described in this Section.

(d) Short-Term Deferrals. The Committee may permit Compensation that meets the definition of a “short-term deferral” described in Treas. Reg. Section 1.409A- 1(b)(4)tobedeferredinaccordancewiththerulesofSection6.8,appliedasifthe datetheSubstantial Risk ofForfeiturelapses is thedatepayments wereoriginally scheduled to commence, provided, however, that the provisions of Section 6.8(b) shallnotapplytopaymentsattributabletoachangeincontrolevent(asdefinedin Treas. Reg. Section 1.409A-3(i)(5)).A Compensation Deferral Agreement submitted in accordance with this paragraph becomes irrevocable on the latest date it could be submitted under Section 6.8.

(e) Certain Forfeitable Rights. Withrespecttoalegallybindingrighttoapaymentin a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, the Committee may delay the otherwiseapplicabledeadlineforfilingaCompensationDeferralAgreementuntil no later than the 30^th day after the legally binding right to the Compensation accrues,providedthattheCompensationDeferralAgreementissubmittedatleast 12 months in advance of the earliest date on which the forfeiture condition could lapse. A Compensation Deferral Agreement under this paragraph becomes irrevocable not later than such 30^th day. If the forfeiture condition applicable to the payment lapses before the end of such 12-month period as a result of the Participant’sdeathordisability(asdefinedinTreas.Reg.Section1.409A-3(i)(4)) or upon a change in control event (as defined in Treas. Reg. Section 1.409A- 3(i)(5)), the Compensation Deferral Agreement will be void unless it would be considered timely under another rule described in this Section.

4.3 Deductions from Pay.TheCommitteehastheauthoritytodeterminethepayrollpractices under which any component of Compensation subject to a Compensation Deferral Agreement will be deducted from a Participant’s Compensation.

4.4 Vesting.

U.S. Participants. ParticipantDeferralsofcashCompensationshallbe100%vestedatall times.

United Kingdom Participants. Amounts deferred from a United Kingdom payroll and anyrelated Earningsshallbeforfeitedintheevent theParticipantengagesinDetrimental Activity prior to payment.“Detrimental Activity” means, with respect to the Company (including its Affiliates): (i) any breach by a Participant of a confidentiality agreement

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between the Participant and the Company or its clients, and such breach is detrimental to the Company or such clients; (ii) any material breach of an agreement between the ParticipantandtheCompany;and(iii)anyactoromissionbytheParticipantconstituting anindictableoffenceforwhichtheParticipanthasbeenconvicted,anygrossmisconduct, or conduct otherwise evidencing moral turpitude, whether committed within the scope of employment with the Company or otherwise, and which is detrimental to the interests of the Company, its Affiliates or clients. Detrimental Activity shall not include a Participant’s employment with another employer, including any competitor or potential competitor of the Company, following the expiry of the restrictive covenant period applicable to the Participant.

RSU Accounts. AmountscreditedtoanRSUAccountremainsubjecttoanypost-vesting forfeiture or clawback restrictions as set forth in the Stock Plan, provided, however that the deferred Payment Schedule applicable to an RSU Account shall not cause such clawbackrightsorrestrictionstoextendbeyondanyperiodoftimesetforthintheStock Plan.

4.5 Cancellation of Deferrals.TheCommitteemaycancelaParticipant’sDeferralsforthe balance of the Plan Year in which an Unforeseeable Emergency occurs.

Article V

Company Credits

5.1 Discretionary Matching Credit.If a Participant allocates Deferrals to Stock (which may occur only during a Trading Period), the Company may credit the Participant’s Account with a matching Company Credit equal to a percentage of the Deferrals (not including RSUs) allocated to Stock during the applicable Trading Period.The Company may establish limits on the amount of the matching Company Credit to ensure that no allocation is matched more than once or for any other reason, and the amount of a matchingCompanyCreditmayberoundedupordowntothenextwholeunitofStock,in the sole discretion of the Committee. Matching Company Credits shall be credited to the Participant’s Discretionary Contribution Account established for the Trading Period in which the Deferrals giving rise to such matching Company Credits are first allocated to Stock.

Matching Company Credits (which may be zero) are determined by the Company in its sole discretion.The crediting of a matching Company Credit in respect of one Trading PerioddoesnotobligatetheCommitteetomakematchingCompanyCreditsinrespectof any subsequent Trading Period. Such matching Company Credits will be credited in the amount, if any, and at such time or times as the Committee shall determine.

5.2 Vesting.MatchingCompanyCreditsbecome100%vestedonthesecondanniversaryof the first day of the Trading Period with respect to which such matching Contribution Credits are credited to the Participant’s Discretionary Contribution Account. After vesting, matching Company Credits allocable to Participants residing in the United Kingdom continue to be subject to the forfeiture restrictions applicable to United KingdomParticipantsunderSection4.4.ExceptasprovidedinSection6.3(Death),if a Participant separates from service with the Company and its Affiliates before his or her matching Company Credits are fully vested, the unvested matching Company Credits (adjusted for Earnings) shall be forfeited without any payment therefor.

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Article VI

Payments from Accounts

6.1 General Rules.AParticipant’sAccountsbecomepayableuponthefirsttooccurofthe paymenttimesandeventsapplicabletoeachsuchAccountunderSections6.2through 6.5.

Payment Schedules elected by the Participant shall be set forth in a valid Compensation Deferral Agreement that establishes the Account to which such elections apply in accordancewithArticleIVorinavalidmodificationelectionapplicabletosuchAccount asdescribedinSection6.8.

Paymentamounts are based on Account Balances as of the last Valuation Date of the month next preceding the month actual payment is made.

Subject to the termsofthisPlan,noParticipantshallreceivepaymentfromthePlanprior to the payment dates specified in the Plan.

6.2 Specified Year.

Commencement. TheCashAccountandanyDiscretionaryContributionAccountscreated for a Plan Year will be paid (or payment will begin) in the third calendar year following the Plan Year in which the Deferrals credited to such Account are earned (or matching credits are credited, in the case of Discretionary Contribution Accounts) unless the Participant timely elects to receive or commence receiving payment in a later calendar year.Separate payment elections are not permitted for Discretionary Contribution Accounts.Subject to the modification rules under Section 6.8, a Participant’s payment commencement election for his or her Cash Account established for a Plan Year, if any, shall apply to any Discretionary Contribution Accounts established and credited with matching credits during suchPlan Year; provided that, theextent required by Treas. Reg. Section 1.409A-2(a)(5), the Participant’s payment commencement election shall be disregarded with respect to any matching credits that become vested less than 12 months after the crediting.

AnRSUAccountwillbepaid(orpaymentwillbegin)inthefifthcalendaryearfollowing the calendar year in which the RSU grant is made, unless the Participant timely elects to receive or commence receiving payment in a later calendar year.

Form of Payment. Each Cash Account, Discretionary Contribution Account and RSU Account will be paid in a lump sum, unless the Participant timely elects to receive an Account in annual installments up to 15 years. Separate form of payment elections are notpermittedforDiscretionaryContributionAccounts.Subjecttothemodificationrules under Section 6.8, a Participant’s form of payment election for his or her Cash Account established for a Plan Year, if any, shall apply to any Discretionary Contribution Accounts established and credited with matching Company Credits during such Plan Year; provided that, to the extent required by Treas. Reg. Section 1.409A-2(a)(5), the Participant’s form ofpayment election shall bedisregarded with respect to any matching credits that become vested less than 12 months after the crediting date.

6.3 Death.Notwithstanding anything to the contrary in this Article VI, a Participant’s AccountshallbecomefullyvestediftheParticipantdiesbeforeseparatingfromservice with the Company and Affiliates.Upon the Participant’s death (regardless of whether such Participant is an Employeeat thetimeofdeath, and regardless oftheParticipant’s payment

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elections), all remaining Account Balances (to the extent not previously forfeited) shall be paid to his or her Beneficiary in a single lump sum no later than December 31 of the calendar year following the year of the Participant’s death.

(a) Designation of Beneficiary in General.The Participant shall designate a Beneficiary in the manner and on such terms and conditions as the Committee may prescribe.No such designation shall become effective unless filed with the Committee during the Participant’s lifetime.Any designation shall remain in effect until a new designation is filed with the Committee; provided, however, that in the event a Participant designates his or her spouse as a Beneficiary, such designation shall be automatically revoked upon the dissolution of the marriage unless, following such dissolution, the Participant submits a new designation namingtheformerspouseasaBeneficiary.AParticipantmayfromtimetotime change his or her designated Beneficiary without the consent of a previously- designated Beneficiary by filing a new designation with the Committee.

(b) No Beneficiary.IfadesignatedBeneficiarydoesnotsurvivetheParticipant,orif there is no valid Beneficiary designation, amounts payable under the Plan upon the death of the Participant shall be paid to the Participant’s spouse, or if there is no surviving spouse, then to the duly appointed and currently acting personal representative of the Participant’s estate.

6.4 Unforeseeable Emergency.A Participant who experiences an Unforeseeable Emergency maysubmitawrittenrequesttotheCommitteetoreceivepaymentofalloranyportionof his or her vested Cash Accounts. If the emergency need cannot be relieved by cessationof Deferrals to the Plan, the Committee may approve an emergency payment from the Participant’s Cash Accounts not to exceed the amount reasonably necessary to satisfy the need (taking into account the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan), including amounts necessary to pay any taxes (including social security charges and national insurance contributions) or penalties that the Participant reasonably anticipates will result from the payment. The amount of the emergency payment shall be subtracted pro rata from the Cash Accounts until the full amount of the emergency payment is made (or the Cash Accounts are reduced to zero)and then from theDiscretionary Contribution Accounts pro ratauntil the full amount of the emergency payment is made (or the Discretionary Contribution Accounts are reduced to zero).Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Committee.

6.5 Administrative Cash-Out of Small Balances.Notwithstandinganythingtothecontraryin this Article VI, the Committee may at any time and without regard to whether a payment eventhasoccurred,directinwritinganimmediatelumpsumpaymentoftheParticipant’s Accounts if the balance of such Accounts, combined with any other amounts required to be treated as deferred under a single plan pursuant to Code Section 409A, does not exceed the applicable dollar amount under Code Section 402(g)(1)(B), provided anyother such aggregated amounts are also paid in a lump sum at the same time.

6.6 Acceleration of or Delay in Payments. Notwithstanding anything to the contrary in this Article VI, the Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of an Account, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute

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discretion,delaythetimeforpaymentofanAccount,totheextentpermittedunderTreas. Reg. Section 1.409A-2(b)(7).

6.7 Rules Applicable to Installment Payments.If a Payment Schedule specifies annual installment payments, one installment payment will be made in each calendar year, beginning with the payment commencement year elected by the Participant and shall continue to be made in each subsequent payment period until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where (a) equals the Account Balance as of the last Valuation Date in the month preceding the month of paymentand(b)equalstheremainingnumberofinstallmentpayments.Forpurposesof Section 6.8, installment payments will be treated as a single payment. If an Account is payable in installments, the Account will continue to be credited with Earnings in accordance with Article VII hereof until the Account is completely paid.

6.8 Modifications to Payment Schedules.To the extent permitted by the Committee, and subject to procedures established by the Committee, a Participant may modify the PaymentScheduleelectedbyhimorherwithrespecttoanyAccount,consistentwiththe permissible Payment Schedules available under the Plan for the applicable Account, provided such modification complies with the requirements of this Section 6.8.

(a) Time of Election. The modification election must be submitted to the Committee beforeJanuary1ofthecalendaryearinwhichpaymentwouldhavebeenmadeor commenced under the Payment Schedule in effect prior to modification (the “Prior Election”).

(b) Date of Payment under Modified Payment Schedule. The date payments are to commence under the modified Payment Schedule must be no earlier than five calendar years after the calendar year in which payment would have commenced under the Prior Election. If the Participant modifies only the form, and not the commencementyearforpayment,paymentsshallcommenceinthefifthcalendar year (after the minimum five-year deferral period described in the immediately preceding sentence has elapsed). Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A.

(c) Irrevocability; Effective Date.Amodificationelectionisirrevocablewhenfiled and becomes effective 12 months after the filing date.

(d) Effect on Accounts. An election to modify a Payment Schedule is specific to the Account to which it applies, and shall not be construed to affect the Payment SchedulesofanyotherAccounts.Fortheavoidanceofdoubt,themodificationof a Cash Account’s Payment Schedule does not modify the Payment Schedule in effectforaDiscretionaryContributionAccountsestablishedduringthesamePlan Year. A modification of Discretionary Contribution Account is made independently of any modification election to the Cash Account or any other Discretionary Contribution Account established during the same Plan Year.

6.9 Form and Manner of Payment; Currency. RSU Accounts will be paid in the type of shares of the common stock of the Company underlying the deferred restricted stock units(witheachunitequalinvaluetooneshare);providedthattheCompanymayinits discretion pay

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cash of equal value.Fractional shares of common stock will be paid in cash, using the closing price of Company common stock as of the Valuation Date setforthinSection6.1.CashAccountsandDiscretionaryContributionAccountswillbepaid in cash; provided that to the extent the Participant’s Cash and Discretionary Contribution Accounts are invested in Stock, the Company may in its discretion pay in shares of common stock having equal value.Subject to the discretion of the Committee, cash payments shall be made in the local currency of the Participant’s Participating Employer and conversion from U.S. dollars shall occur under procedures established by the Committee.

Article VII

Valuation of Account Balances; Investments

7.1 Valuation. Deferrals shall be credited to appropriate Accounts on or as soon as administrativelypracticableafterthedatesuchCompensationwouldhavebeenpaidto the Participant absent the Compensation Deferral Agreement. Valuation of Accounts shall be performed under procedures approved by the Committee.

7.2 Earnings Credit.EachAccountwillbeadjustedforEarningsoneachBusinessDay. Earnings adjustments for a Participant’s Cash Accounts will be based upon the Participant’sinvestmentallocationamongamenu ofinvestmentoptionsselectedin advance by the Committee, in accordance with the provisions of this Article VII (“investment allocation”).

7.3 Investment Options. Investment options will be determined by the Committee. The Committee,initssolediscretion,shallbepermittedtoaddorremoveinvestmentoptions from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change.

7.4 Investment Allocations. An Account’s investment allocation constitutes a deemed, not actual,investment.AtnotimeshallaParticipanthaveanyrealorbeneficialownershipin any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the Participant’s Account Balances.

Subject to Section 7.6 with respect to any allocations to or from Stock, aParticipant shall specify an investment allocation for each of his or her Accounts in accordance with proceduresestablishedbytheCommittee.Allocationamongtheinvestmentoptionsmust be designated in increments of 1%. The Participant’s investment allocation will become effective on the same Business Day as it is received by the Plan’s administrator or, in the case of investment allocations received after a time specified by the Committee, the next Business Day.

Subject to Section 7.6 with respect to allocations to or from Stock, a Participant may changeaninvestmentallocationonanyBusinessDay,bothwithrespecttofuturecredits tothePlanandwithrespecttoexistingAccountBalances,inaccordancewithprocedures adoptedbytheCommittee.Changesshallbecome effectiveonthesameBusinessDayas they are received by the Plan’s administrator or, in the case of investment allocations received after a time specified by the Committee, the next Business Day, and shall be applied prospectively.

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7.5 Unallocated Deferrals and Accounts. If the Participant fails to make an investment allocationwithrespecttoanAccount,suchAccountshallbeallocatedtoaninvestment option determined by the Committee.

7.6 Stock. A Participant’s investment election directing all or a portion of the Participant’s Account Balance to be allocated to or from Stock may be made only during a Trading Period.Matching Company Credits, if any, will be made in the form of Stock units and credited in the same Trading Period as the Participant’s matched Deferrals are first allocated to Stock, consistent with the provisions of Section 5.1.The dollar value of a Stock unit allocation is the closing price of a share of the Company’s common stock as reported on the applicable US exchange on which the shares of the Company’s common stockarethentradedon(i)thedaytheelectiontoallocatetoorfromStockisreceivedby theCompany’sagent,iftheelectionisreceivedby 4:00p.m.EasternTime onaBusiness Day, or (ii) if the election is received after 4:00 p.m. Eastern Time, or at any time on a day that is not a Business Day, the next Business Day.

Dividend equivalents, if any, will be credited with respect to Stock at the same time as dividendsarepaidwithrespecttotheCompany’scommonstockandtheamountofsuch dividends will be allocated to the Participant’s applicable Cash Account and Discretionary Contribution Accounts. All dividend equivalents will be treated as Earnings and not as additional awards of Stock.Dividend equivalents will not be credited with respect to RSUs.

Discretionary Contribution Accounts must remain allocated to Stock until 100% vested.

RSU Accounts will remain allocated to Stock.

7.7 Valuations Final After 180 Days. The Participant shall have 180 days following the ValuationDateonwhichtheParticipantfailedtoreceivethefullamountofEarningsand to file a claim under Article XIfor the correction of such error.Following such 180-day period, the Participant’s balance shall be presumed to be correct.

Article VIII

Administration

8.1 Plan Administration.ThisPlanshallbeadministeredbytheCommitteewhichshallhave discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, resolution of ambiguities, and correction of draftingerrors,asmayariseinconnectionwiththePlan.Claimsforbenefitsshallbefiled with the Committee and resolved in accordance with the claims procedures in Article XI. With respect to Section 16 Officers, the Committee shall establish, in writing, such rules, regulations, policies or practices pursuant to the Plan that it deems necessary or appropriate, including in order to avoid liability to any Section 16 Officer pursuant to Section 16(b) of the Exchange Act.

8.2 Administration Upon Change in Control. Upon a change in control affecting the Company, the Committee, as constituted immediately prior to such change in control, shall continue to act as the Committee. The Committee, by a vote of a majority of its members, shall have the authority (but shall not be obligated) to appoint an independent third party to act as the Committee. For purposes of this Section 8.2, a “change in control” means a change in the

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ownership or effective control of the Company, or in the ownershipofasubstantialportionoftheCompany’sassets,ineachcaseasdefinedunder Code Section 409A.

Following such change in control, the Company may not remove the Committee or its members, unless a majority of Participants and Beneficiaries with Account Balances consent to the removal and replacement of the Committee. Notwithstanding the foregoing,CommitteememberswhoarenotemployedbyaParticipatingEmployershall not have authority to direct investment of trust assets under any rabbi trust described in Section 10.2.

The Participating Employers shall, with respect to the Committee identified under this Section: (i) pay all reasonable expenses and fees of the Committee, (ii) indemnify the Committee(includingeachindividualservingasCommitteemembers)againstanyand all costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the Committee’s duties hereunder, except with respect to matters resulting from the Committee’s gross negligence or willful misconduct, and (iii) supply full and timely information to the CommitteeonallmattersrelatedtothePlan,anyrabbitrust,Participants,Beneficiaries and Accounts as the Committee may reasonably require.

8.3 Withholding. The payer shall have the right to withhold from any payment due under the Plan (or with respect to any amounts credited to the Plan) any taxes, including social securityornationalinsurancecharges,thattheCompanyorpayerdeterminesarerequired bylawtobewithheldinrespectofsuchpayment(orcredit).Withholdingswithrespectto amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan.Regardless of the amount withheld or reported, the Participant or Beneficiary shall be solely responsible for all taxes on amounts accrued, paid, or payable under the Plan except the employer’s share of employment taxes.

8.4 Indemnification. The Participating Employers shall indemnify and hold harmless each employee,officer,anddirectortowhomortowhicharedelegatedduties,responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its membersagainst all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the ParticipatingEmployer.Notwithstandingtheforegoing,theParticipatingEmployershall not indemnify any person or organization if his or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Participating Employer consents in writing to such settlement or compromise.

8.5 Delegation of Authority. In the administration of this Plan, the Committee may, from timetotime,employagentsanddelegatetothemsuchadministrativedutiesasitseesfit, and may from time to time consult with legal counsel who shall be legal counsel to the Company.

8.6 Binding Decisions or Actions.ThedecisionoractionoftheCommitteeinrespectofany question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations thereunder shall be final and

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conclusive and binding upon all persons having any interest in the Plan.

Article IX

Amendment and Termination

9.1 Amendment and Termination. The Company may at any time and for any reason, prospectivelyorretroactively,amendthePlanormayterminatethePlanasprovidedin this Article IX; provided that no amendment or termination shall be given effect to the extent that it triggers tax under Code Section 409A. Each Participating Employer may also terminate its participation in the Plan.

9.2 Amendments.AnamendmentshallbeadoptedbyactionoftheRemunerationCommittee oritsdulyauthorizeddesignee.NoamendmentshallreducethevestedAccountBalances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary termination of employment on such date). The Remuneration Committee may delegate to another Committee (including a committee consisting of one or more members of executive management of a Participating Employer) or to the Chief Executive Officer, the Managing Director, Tax & HR, or the General Counsel of the Company or of a Participating Employer the authority to amend the Plan without the consent of the Remuneration Committee for the purpose of: (i) conforming the Plan to the requirements of law; (ii) facilitating the administration of the Plan; (iii) clarifying provisions based on the Committee’s interpretation of the Plan documents; and (iv) making such other amendments as the Board of Directors may authorize.NoamendmentisneededtorevisethelistofParticipatingEmployerssetforth on Schedule A attached hereto.

9.3 Termination.TheCompany,byactiontakenbyitsBoardofDirectors,oraCommittee thereof, may terminate the Plan and pay Participants and Beneficiaries their Account Balancesinasinglelumpsumatanytime,totheextentandinaccordance withTreas. Reg. Section 1.409A-3(j)(4)(ix).

9.4 Accounts Taxable Under Code Section 409A.ThePlanisintendedtoconstituteaplanof deferred compensation that meets the requirements for deferral of income taxation under Code Section 409A and shall be interpreted consistently with such intent; provided that nothing in the Plan shall transfer to the Company or any of its affiliates, agents, or representatives liability for or with respect to taxes under Code Section 409A. The Committee,pursuanttoitsauthoritytointerpretthePlan,mayseverfromthePlanorany Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A.

Article X

Informal Funding

10.1 General Assets.ObligationsestablishedunderthetermsofthePlanmaybesatisfiedfrom thegeneralfundsoftheParticipatingEmployers,oratrustdescribedinthisArticleX.No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse,or

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Beneficiary. To the extent that any person acquires a right to receive payments hereunder,suchrightsarenogreaterthantherightofanunsecuredgeneral creditorofthe Participating Employer.

10.2 Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefitsunderthePlan.PaymentsunderthePlanmaybepaidfromthegeneralassetsof theParticipatingEmployerorfromtheassetsofanysuchrabbitrust.Paymentfromany such source shall reduce the obligation owed to the Participant or Beneficiary under the Plan.

Ifarabbitrustisinexistenceupontheoccurrenceofa“changeincontrol”, asdefinedin such trust, the Participating Employer shall, upon such change in control, and on each anniversary of the change in control, contribute to such rabbi trust cash or liquid securities such amounts as are necessary so that the value of assets after making the contributions exceeds 125% of the total sum of all Account Balances.

10.3 UK Participants.TheCompanyandanyParticipatingEmployerwillensurethatnoaction taken pursuant to the provisions in Articles X shall cause the party holding the funds or a rabbi trust, as the case may be, to know the identities of the UK Participants to whom obligations under the terms of the Plan are owed or have access to information whichmay identify the relevant UK Participants.

Article XI

Claims

11.1 Filing a Claim.AnycontroversyorclaimarisingoutoforrelatingtothePlanshallbe filed in writing with a Claims Administrator designated by the Committee, who shall make all determinations concerning such claim. Any claim and any decision by the Claims Administrator denying such claim shall be in writing (including by electronic mail) and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).Notice of a claim for payments shall be delivered to the Claims Administratorwithin90daysofthelatestdateuponwhichthepaymentcouldhavebeen timelymadeinaccordancewiththetermsofthePlanandCodeSection409A,andifnot paid, the Participant or Beneficiary must file a claim under this Article XI not later than 180 days after such latest date. If the Participant or Beneficiary fails to file a timely claim, the Participant forfeits any amounts to which he or she may have been entitled to receive under the claim.

(a) In General. Notice of a denial of benefits will be provided within 90 days of the Claims Administrator’s receipt of the Claimant's claim for benefits. If the Claims Administrator determines that it needs additional time to review the claim, the Claims Administrator will provide the Claimant with a notice of the extension beforetheendoftheinitial90-dayperiod.Theextensionwillnotbemorethan90 days from the end of the initial 90-day period and the notice of extension will explainthespecial circumstancesthatrequirethe extensionandthedateby which the Claims Administrator expects to make a decision.

(b) Contents of Notice. Ifaclaimforbenefitsiscompletelyorpartiallydenied,notice of such denial shall be in writing (including by electronic mail). The notice of denial shall set forth the specific reasons for denial in plain language. The notice shall: (i) cite the pertinent provisions of the Plan document, and (ii) explain, where

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appropriate, how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including the right to appeal the decision, the deadline by which such appeal must be filed and a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on appeal and the specific date by which such a civil action must commence under Section 11.4.

11.2 Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with the Committeedesignated to hearsuch appeals. AClaimant who timely requests areviewof the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relating to the claim to the Committee. All written comments, documents, records, and otherinformationshallbeconsidered“relevant”iftheinformation:(i)wasrelieduponin making a benefits determination, (ii) was submitted, considered or generated in the course of making a benefits decision, or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The review shall take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal.

(a) In General. Appeal of a denied benefits claim must be filed in writing with the Committee no later than 60 days after receipt of the written notification of such claim denial. The Committee shall make its decision regarding the merits of the denied claim within 60 days following receipt of the appeal (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice oftheextensionshallbefurnishedtotheClaimantpriortothecommencementof the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

(b) Contents of Notice. Ifabenefitsclaimiscompletelyorpartiallydeniedonreview, notice of such denial shall be in writing (including by electronic mail).

The decision on review shall set forth: (i) the specific reason or reasons for the denial,(ii)specificreferencestothepertinentPlanprovisionsonwhichthedenial isbased,(iii)astatementthattheClaimantisentitledtoreceive,uponrequestand freeofcharge,reasonableaccesstoandcopiesof alldocuments,records,orother information relevant (as defined above) to the Claimant’s claim, and (iv) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA,

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following an adverse decision on review and the specific date by which such a civil action must commence under Section 11.4.

11.3 Claims Appeals Upon Change in Control. Upon a change in control, the Committee, as constitutedimmediatelypriortosuchchangeincontrol,shallcontinuetoberesponsible fordecidingappeals.TheCompanymaynotremoveanymemberoftheCommittee,but may replace resigning members, or appoint an independent appeals administrator (with the expenses for such appeals administrator paid by the Company or Participating Employers), in each case if 2/3rds of the members of the Board of Directors and a majority of Participants and Beneficiaries with Account Balances consent to the replacement.ForpurposesofthisSection11.3,a“changeincontrol”means achangein controlwithinthemeaningoftherabbitrustagreementassociated withthePlanorifno such definition is provided, the term shall have the meaning prescribed by Section 8.2.

TheCommitteeshallhavetheexclusiveauthorityattheappealsstagetointerpretthe terms of the Plan and resolve appeals under the Claims Procedure.

11.4 Legal Action. A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits under the Plan unless and until the ClaimanthastimelyfollowedtheclaimsproceduresunderthePlanandexhaustedhisor her administrative remedies under Sections 11.1 and 11.2. No such legal action may be brought more than twelve (12) months following the notice of denial of benefits under Section11.2,orifnoappealisfiledbytheapplicableappealsdeadline,twelve(12) months following the appeals deadline.

Following a change in control as defined in Section 11.3, if a Participant or Beneficiary prevails in a legal proceeding brought under the Plan to enforce the rights of such Participant or any other similarly situated Participant or Beneficiary, in whole or in part, the Participating Employer shall reimburse such Participant or Beneficiary for all reasonable legal costs, expenses, attorneys’ fees and such other liabilities incurred as a resultofsuchproceedings.Ifthelegalproceedingisbroughtinconnectionwithachange in control, the Participant or Beneficiary may file a claim directly with the trustee for reimbursement of such costs, expenses and fees. For purposes of the preceding sentence, the amount of the claim shall be treated as if it were an addition to the Participant’s or Beneficiary’s Account Balance and will be included in determining the Participating Employer’s trust funding obligation under Section 10.2.

11.5 Discretion of Committee. All interpretations, determinations and decisions of the Committeewithrespecttoanyclaimshallbemadeinitssolediscretion,andshallbe final and conclusive.

11.6 Arbitration.

(a) Prior to Change in Control. If,priortoachangeincontrolasdefinedinSection11.3, any claim or controversy between a Participating Employer and a Participant or Beneficiary is not resolved through the claims procedure set forth in Article XI, such claim shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this Section 11.6(a). The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be New York, New York. Proceedings shall occur at locations agreed by the parties or directed by

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the arbitral tribunal. The language to be used in the arbitral proceedings shall be English. The arbitrator may, in the award, allocate all or part of the cost of the arbitration to the losing party, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. Judgment on the arbitration award may be entered in any court having jurisdiction thereoverand nothing in this Section 11.6(a)shall precludetheparties to such arbitration from seeking provisional remedies in aid of arbitration from any court of competent jurisdiction.

This arbitration provision of the Plan shall extend to claims against any parent, subsidiary, or affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, Participant, Beneficiary, or agent of any party, or of any of the above, and shall apply as well to claims arising out of state and federal statutesandlocalordinancesaswellastoclaimsarisingunderthecommonlawor under this Plan.

If any of the provisions of this Section 11.6(a) are determined to be unlawful or otherwiseunenforceable,inthewholepart,suchdeterminationshallnotaffectthe validity of the remainder of this section and this section shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all conflicts between the parties, including those arising out ofstatutory claims, shall beresolved by neutral, binding arbitration. If a court should find that the provisions of this Section 11.6(a) are not absolutely binding, then the parties intend any arbitration decision and award to be fully admissibleinevidenceinanysubsequentaction,givengreatweightbyanyfinder of fact and treated as determinative to the maximum extent permitted by law.

The parties do not agree to arbitrate any putative class action or any other representativeaction.Thepartiesagreetoarbitrateonlytheclaims(s)ofasingle Participant or Beneficiary.

(b) Following Change in Control. FollowingachangeincontrolasdefinedinSection 11.3, Section 11.6(a) shall not apply and any legal action initiated by a Participant or BeneficiarytoenforcehisorherrightsunderthePlanmaybebroughtinanycourtof competent jurisdiction.Notwithstanding the Committee’s discretion under Sections 11.3and11.5,thecourtshallapplyadenovostandardofreviewtoanypriorclaims decision under Sections 11.1 through 11.3 or any other determination made by the Company, its Board of Directors, a Participating Employer, the Committee, or the Committee.

Article XII

General Provisions

12.1 Assignment. No interest of any Participant, spouse or Beneficiary under this Plan and no benefitpayablehereundershallbeassignedassecurityforaloan,andanysuchpurported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary.

The Company may assign any or all of its liabilities under this Plan in connection with anyrestructuring,recapitalization,saleofassetsorothersimilartransactionsaffectinga

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Participating Employer without the consent of the Participant.

12.2 No Legal or Equitable Rights or Interest. No Participant or other person shall have any legalorequitablerightsorinterestinthisPlanthatarenotexpresslygrantedinthisPlan. Participation in this Plan does not give any person any right to be retained in the service of the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved. The Participating Employers make no representations or warranties as to the tax consequences to a Participant or a Participant’s beneficiaries resulting from a deferral of income pursuant to the Plan.

12.3 No Employment Contract.Nothingcontainedhereinshallbeconstruedtoconstitutea contract of employment between an Employee and a Participating Employer.

12.4 Notice.AnynoticeorfilingrequiredorpermittedtobedeliveredtotheCommitteeunder this Plan shall be delivered in writing, in person, or through such electronic means as is establishedbytheCommittee.Noticeshallbedeemedgivenasofthedateofdeliveryor, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Written transmission shall be sent by certified mail to:

BURFORD CAPITAL LLC

350 MADISON AVE, NEW YORK, NY 10017 ATTN: HUMAN RESOURCES

AnynoticeorfilingrequiredorpermittedtobegiventoaParticipantunderthisPlan shall be sufficient if in writing or hand-delivered, or sent by mail to the last known address ofthe Participant.

12.5 Headings.TheheadingsofSectionsareincludedsolelyforconvenienceofreference,and if there is any conflict between such headings and the text of this Plan, the text shall control.

12.6 Invalid or Unenforceable Provisions.IfanyprovisionofthisPlanshallbeheldinvalidor unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Committee may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included.

12.7 Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the Committee advised of his or her current mailing address. If benefit payments are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payeeis missing. The Committee, after making such efforts as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored. If the Committee is unable to locate the Participant or Beneficiary after five years of the date payment is scheduled to be made, provided that a Participant’s Account shall not be credited with Earnings following the first anniversary of such date on which payment is to be made and further provided, however, that such benefit shall be reinstated,withoutfurtheradjustmentforinterest,ifavalidclaimismadebyoronbehalf of the Participant or Beneficiary for all or part of the forfeited benefit.For the avoidance of doubt, and without limiting any other provision of the Plan, a Participant or Beneficiary who cannot be located

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shall be solely responsible for all tax and other consequences of late payment.

12.8 Facility of Payment to a Minor.Ifadistribution is to bemadeto aminor, orto aperson who is otherwise incompetent, then the Committee may, in its discretion, make such distribution:(i)tothelegalguardian,orifnone,to aparentofaminorpayeewithwhom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none,tothepersonhavingcustodyofanincompetentpayee. Anysuchdistributionshall fully discharge the Committee, the Company, and the Plan from further liability on account thereof.

12.9 Governing Law.TotheextentnotpreemptedbyERISA,thelawsoftheStateofNew York (without regard to conflict principles that might otherwise point to the law of a different jurisdiction) shall govern the construction and administration of the Plan.

12.10 Compliance With Code Section 409A; No Guarantee.This Plan is intended to be administeredincompliancewithCodeSection409AandeachprovisionofthePlanshall be interpreted consistent with Code Section 409A.Although intended to comply with Code Section 409A, this Plan shall not constitute a guarantee to any Participant or Beneficiary that the Plan in form or in operation will result in the deferral of federal or state income tax liabilities or that the Participant or Beneficiary will not be subject to the additional taxes imposed under Section 409A. None of the Company or any of its Affiliates, officers, directors, employees, agents, or representatives shall have any legal obligation to a Participant or Beneficiary with respect to taxes imposed under Code Section 409A.

* * * * *

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IN WITNESS WHEREOF, the undersigned executed this Plan as a Participating Employer as of the 10^th day of February, 2021, to be effective as of the Effective Date.

BURFORD CAPITAL LLC
By:	Philip Braverman	(Print Name)
Its:	Managing Director & Assistant Secretary	(Title)
/s/ Philip Braverman		(Signature)

BURFORD CAPITAL (UK) LIMITED
By:	Leslie Paster	(Print Name)
Its:	Director	(Title)
/s/ Leslie Paster		(Signature)

Schedule A

Participating Employers

BurfordCapitalLLC

BurfordCapital(UK) Limited

BURFORD CAPITAL

DEFERRED COMPENSATION PLAN

AMENDMENT NO. 1

EFFECTIVE DECEMBER 1, 2021
(except as otherwise provided)

Section 9.2 of the Burford Capital Deferred Compensation Plan, effective February 1, 2021 (the “Plan”) authorizes the Compensation Committee of Burford Capital Limited (previously known as the Remuneration Committee of the Company, the “Committee”) to amend the Plan at any time. The Committee desires to amend the Plan to allow Participants to establish up to three subaccounts within each annual Cash Account for the purpose of specifying different payment schedules for parts of the account balance and to make certain other changes. Accordingly:

1. Effective February 9, 2021, Article I is amended to replace the phrase “Remuneration Committee of the Board of Directors” with “Compensation Committee of the Board of Directors,” and all references under the Plan to “Remuneration Committee” are replaced with “Compensation Committee”.

2. Section 2.1 is amended to read in its entirety as follows:

“2.1 Account. Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation and component Accounts and subaccounts (each of which shall also be treated as an Account, unless the context clearly indicates otherwise) to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account or subaccount established by the Committee, as the context requires. Accounts (including subaccounts) are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.”

3. Section 2.7 is amended to read in its entirety as follows:

2.7 Cash Account. Cash Account means each Account established by the Committee to record the portion of a Participant’s Deferrals for a Plan Year that have been allocated to the Cash Account under the terms of a Participant’s Compensation Deferral Agreement. The Cash Account may be further divided into subaccounts, consisting of a primary subaccount and up to two secondary subaccounts, each subaccount to have its own Payment Schedule designated by the Participant in his or her Compensation Deferral Agreement.”

4. Effective February 9, 2021, Section 2.11 is clarified by replacing the phrase “Remuneration Committee” with “Compensation Committee”.

5. Effective February 9, 2021, a new Section 2.14A is added to read in its entirety as follows:

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“2.14A Compensation Committee. Compensation Committee means the Compensation Committee of Burford Capital Limited and any successor thereto.

6. Section 2.15 is amended to read in its entirety as follows:

“2.15 Compensation Deferral Agreement. Compensation Deferral Agreement means a written deferral election submitted to the Committee by an Eligible Employee on the forms and in the time and manner designated by the Committee that specifies: (i) the amount or percentage of each component of Compensation earned during a Plan Year that the Participant has elected to defer in accordance with the provisions of Article IV, and (ii) the Payment Schedule as described in Section 6.2 for (a) any Cash Account and each primary and secondary subaccount within the Cash Account, and the allocation of cash Deferrals among such subaccounts and (b) any RSU Account established under such Compensation Deferral Agreement for such Plan Year. If the percentage of restricted stock units designated in a Compensation Deferral Agreement would result in the deferral of a fractional stock unit, the election will be deemed to round the fractional unit up to a whole unit.”

7. Section 2.26 is amended to read in its entirety as follows:

“2.26 Payment Schedule. Payment Schedule means, with respect to the subaccounts of any Cash Account, the Discretionary Contribution Account or the RSU Account created for a Plan Year, the date payment will commence from each such Account and the form in which payment will be made in accordance with the provisions of Article VI.”

8. Effective February 9, 2021, Section 2.30 (definition of “Remuneration Committee” is amended to read in its entirety

“2.30[Reserved].”

9. A new Section 4.1(f) is added to read in its entirety as follows:

“The Eligible Employee shall specify on his or her Compensation Deferral Agreement the amount of any cash Deferrals to be credited to the Participant’s Cash Account and whether to allocate such cash Deferrals to a primary subaccount and/or one or more secondary subaccounts within the Cash Account. If no designation is made, Deferrals shall be allocated to the primary subaccount within the Cash Account (which shall comprise 100% of the Cash Account unless and until a timely election is made to establish one or more secondary subaccounts).”

10. Section 6.2 is amended to read in its entirety as follows:

“6.2 Specified Year.

Commencement. The subaccounts within the Cash Account and any Discretionary Contribution Accounts created for a Plan Year will be paid (or payment will begin) in the third calendar year following the Plan Year in which the Deferrals credited to such Account are earned (or matching credits are credited, in the case of Discretionary Contribution Accounts) unless the Participant timely elects to receive or commence receiving payment of an Account (or of a subaccount within an

- 2 -

Account) in a later calendar year. Separate payment elections are not permitted for Discretionary Contribution Accounts (but separate modifications are permitted for Discretionary Contribution Accounts in accordance with Section 6.8).

If a Participant establishes more than one subaccount within his or her Cash Account, the Participant shall further designate one of the Accounts as a primary subaccount. Subject to the modification rules under Section 6.8, a Participant’s payment commencement election for his or her primary subaccount within the Cash Account established for a Plan Year, if any, shall apply to any Discretionary Contribution Accounts established and credited with matching credits during such Plan Year; provided that, the extent required by Treas. Reg. Section 1.409A-2(a)(5), the Participant’s payment commencement election shall be disregarded with respect to any matching credits that become vested less than 12 months after the crediting.

An RSU Account will be paid (or payment will begin) in the fifth calendar year following the calendar year in which the RSU grant is made, unless the Participant timely elects to receive or commence receiving payment in a later calendar year.

Form of Payment. Each Account will be paid in a lump sum, unless the Participant timely elects to receive an Account in annual installments up to 15 years. Separate forms of payment elections are permitted for subaccounts within the Cash Account, but not for Discretionary Contribution Accounts. Subject to the modification rules under Section 6.8, a Participant’s form of payment election for his or her Cash Account established for a Plan Year (or the primary subaccount if more than one subaccount exists within the Cash Account), if any, shall apply to any Discretionary Contribution Accounts established and credited with matching Company Credits during such Plan Year; provided that, to the extent required by Treas. Reg. Section 1.409A-2(a)(5), the Participant’s form of payment election shall be disregarded with respect to any matching credits that become vested less than 12 months after the crediting date.”

11. Section 6.8 (“Modifications to Payment Schedules”) is amended to replace the phrase “a Participant may modify the Payment Schedule elected by him or her with respect to any Account” with “a Participant may modify the Payment Schedule elected by him or her with respect to any Account (or with respect to any subaccount to which an amount was allocated at the time of initial deferral)”.

12. Subsection (d) of Section 6.8 (“Modifications to Payment Schedules”) is amended to read in its entirety as follows:

“(d) Effect on Accounts. An election to modify a Payment Schedule is specific to the Account (or subaccount) to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts. For the avoidance of doubt, the modification of a Payment Schedule applicable to a subaccount within the Cash Account does not modify the Payment Schedule in effect for any other subaccount within the Cash Account or any Discretionary Contribution Accounts established

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during the same Plan Year. A modification of a Discretionary Contribution Account is made independently of any modification election to any subaccount of the Cash Account or any other Discretionary Contribution Account established during the same Plan Year.”

13. The second paragraph of Section 7.6 (“Stock”) is amended to read in its entirety as follows:

“Dividend equivalents, if any, will be credited with respect to Stock at the same time as dividends are paid with respect to the Company’s common stock and the amount of such dividends will be allocated to the Participant’s applicable subaccounts in the Cash Account and Discretionary Contribution Accounts. All dividend equivalents will be treated as Earnings and not as additional awards of Stock. Dividend equivalents will not be credited with respect to RSUs.”

14. Effective immediately, Section 9.2 is amended to read in its entirety as follows:

“9.2 Amendments. An amendment shall be adopted by action of the Compensation Committee or its duly authorized designee. Without limiting the foregoing, any one of the Chief Executive Officer, the Managing Director, Tax & HR, or the General Counsel of the Company or of a Participating Employer may amend the Plan without the consent of the Compensation Committee for the purpose of: (i) conforming the Plan to the requirements of law; (ii) facilitating the administration of the Plan; or (iii) clarifying provisions based on the Committee’s interpretation of the Plan documents. No amendment shall reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary termination of employment on such date). No amendment is needed to revise the list of Participating Employers set forth on Schedule A attached hereto.

Except as amended hereby, the terms of the Plan remain in full force and effect.

* * * * *

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IN WITNESS WHEREOF, the undersigned executed this Amendment No. 1 to the Plan as of the 11th day of November, 2021, to be effective as of the Effective Date.

COMPENSATION COMMITTEE OF BURFORD CAPITAL LIMITED
By:	Hugh Steven Wilson	(Print Name)
Its:	Chairman	(Title)
/s/ Hugh Steven Wilson		(Signature)

BURFORD CAPITAL

DEFERRED COMPENSATION PLAN

AMENDMENT NO. 2

EFFECTIVE as of February 1, 2021

Section 9.2 of the Burford Capital Deferred Compensation Plan, as amended, effective February 1, 2021 (the “Plan”), authorizes the Compensation Committee of Burford Capital Limited or its duly authorized designee to amend the Plan at any time. In accordance with Section 9.2(ii) and (iii) of the Plan, the Plan is hereby amended.  Accordingly:

The third paragraph of Section 7.6 (“Stock”) is clarified and restated in its entirety to read as follows:

“With respect to any Participant who has allocated Deferrals to Stock as permitted by Section 5.1, (i) each Discretionary Contribution Account, and (ii) the Deferrals with respect to which each such Discretionary Contribution Account was established (i.e., Deferrals that are matched in accordance with Section 5.1), must remain allocated to Stock until the applicable matching Company Credits are 100% vested pursuant to Section 5.2.”

Except as amended hereby, the terms of the Plan remain in full force and effect.

* * * * *

- 1 -

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 to the Plan as of the 22nd day of January, 2023, to be effective as of the date set forth above.

By:	Philip Braverman	(Print Name)
Its:	Managing Director, Tax & HR	(Title)
/s/ Philip Braverman		(Signature)

BURFORD CAPITAL

DEFERRED COMPENSATION PLAN

AMENDMENT NO. 3

EFFECTIVE as of February 8, 2023

Section 9.2 of the Burford Capital Deferred Compensation Plan, as amended, effective February 1, 2021 (the “Plan”), authorizes the Compensation Committee of Burford Capital Limited or its duly authorized designee to amend the Plan at any time. In accordance with Section 9.2(ii) and (iii) of the Plan, the Plan is hereby amended.  Accordingly:

Section 5.2 is amended in its entirety to read as follows:

“Vesting. Matching Company Credits become 100% vested on the second anniversary of the first day of the Trading Period with respect to which such matching Contribution Credits are credited to the Participant’s Discretionary Contribution Account. After vesting, matching Company Credits allocable to Participants residing in the United Kingdom continue to be subject to the forfeiture restrictions applicable to United Kingdom Participants under Section 4.4. Except in the case of retirement (as defined below) or as provided in Section 6.3 (Death), if a Participant separates from service with the Company and its Affiliates before his or her matching Company Credits are fully vested, the unvested matching Company Credits (adjusted for Earnings) shall be forfeited without any payment therefor.  For purposes of this section, a Participant shall not be deemed to retire unless all of the following conditions have been satisfied: (i) the Participant has completed at least eight (8) full years of service and attained the Rule of 75, meaning the Participant’s age plus years of service (each in full and partial years) equals or exceeds 75; (ii) the Participant has ceased all full-time and other meaningful employment (x) in the broad legal industry and (y) in the person’s area of specialty (except work for a non-profit in the “public interest” sector); (iii) the Participant has no employment or similar relationship with a competitor of the Company; and (iv) the Participant satisfies the Participant’s continuing confidentiality obligations. For the avoidance of doubt, a Participant’s retirement status (and, consequently, vested status) may be revoked retroactively in the event of any breach of the conditions for retirement.

Except as amended hereby, the terms of the Plan remain in full force and effect.

* * * * *

- 1 -

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 3 to the Plan as of the 8th day of February, 2023, to be effective as of the date set forth above.

By:	Philip Braverman	(Print Name)
Its:	Managing Director, Tax & HR	(Title)
/s/ Philip Braverman		(Signature)

BURFORD CAPITAL

DEFERRED COMPENSATION PLAN

AMENDMENT NO. 4

Section 9.2 of the Burford Capital Deferred Compensation Plan, as amended, effective February 1, 2021 (the “Plan”), authorizes the Compensation Committee of Burford Capital Limited or its duly authorized designee to amend the Plan at any time. In accordance with Section 9.2(ii) and (iii) of the Plan, the Plan is hereby clarified as follows:

1. Section 6.8(a) is clarified to read as follows: “(a) Time of Election.  The modification election must be submitted by the Participant before January 1 of the calendar year preceding the calendar year in which payment would have been made or commenced under the Payment Schedule in effect prior to the modification (the “Prior Election”).”

Except as amended hereby, the terms of the Plan remain in full force and effect.

* * * * *

- 1 -

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 4 to the Plan as of the 31st day of May, 2023, effective as of the Plan’s effective date.

By:	Philip Braverman	(Print Name)
Its:	Managing Director, Tax & HR	(Title)
/s/ Philip Braverman		(Signature)

BURFORD CAPITAL

DEFERRED COMPENSATION PLAN

AMENDMENT NO. 5

Section 9.2 of the Burford Capital Deferred Compensation Plan, as amended, effective February 1, 2021 (the “Plan”), authorizes the Compensation Committee of Burford Capital Limited or its duly authorized designee to amend the Plan at any time. In accordance with Section 9.2(ii) and (iii) of the Plan, the Plan is hereby amended as follows, effective June 13, 2023:

1. The first sentence of Section 5.2 is amended to read as follows: “Matching Company Credits become 100% vested on the second anniversary of the first day of the Trading Period with respect to which such matching Contribution Credits are credited to the Participant’s Discretionary Contribution Account, except that Credits provided during the Company’s open trading period in June 2023 shall vest on May 30, 2025.”

Except as amended hereby, the terms of the Plan remain in full force and effect.

* * * * *

- 1 -

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 5 to the Plan on the 16th day of June, 2023, effective as of the date set forth above.

By:	Philip Braverman	(Print Name)
Its:	Managing Director, Tax & HR	(Title)
/s/ Philip Braverman		(Signature)

BURFORD CAPITAL

DEFERRED COMPENSATION PLAN

AMENDMENT NO. 6

Effective as of February 1, 2024

Section 9.2 of the Burford Capital Deferred Compensation Plan, as amended (the “Plan”), authorizes the Compensation Committee of Burford Capital Limited or its duly authorized designee to amend the Plan at any time. In accordance with Section 9.2(ii) and (iii) of the Plan, the Plan is hereby amended as follows:

1. Paragraph 2 of Article I of the Plan is amended by replacing the phrase “attract and retain key employees” with “attract and retain key employees and non-employee directors”.

2. Paragraph 3 of Article I of the Plan is clarified by replacing the phrase “unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees” with “unfunded arrangement maintained primarily for a select group of management or highly compensated employees”.

3. Section 2.14 of the Plan is amended to read in its entirety as follows:

2.14 Compensation. Compensation means (i) for an Eligible Employee who is not a Non-Employee Director, the Eligible Employee’s salary, bonus, cash carry, and restricted stock units, and (ii) for a Non-Employee Director, such Non-Employee Director’s cash retainer, and, in each case, such other compensation that the Committee approves to be eligible for deferral under Section 4.2 of this Plan, excluding any compensation that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A. Compensation does not include amounts paid by insurance (e.g., long-term disability) or by any other third party that is not an Affiliate; provided that an amount shall not be excluded from Compensation solely because it is paid by a professional employer organization.

4. Section 2.20 of the Plan is amended to read in its entirety as follows:

2.20 Eligible Employee. Eligible Employee means an Employee who is a member of a select groupofmanagementor highlycompensatedemployees or, effective February 1, 2024, a Non-Employee Director, in each case whohasbeennotifiedduringan applicableenrollmentperiodofhisorherstatusasanEligibleEmployee.TheCommittee has the discretion to determine which Employees are Eligible Employees for each enrollment period; provided, however, that the Compensation Committee is charged with designating the members of a Participating Employer’s senior management who are Eligible Employees. All Section 16 Officers of the Company are Eligible Employees.

5. A new definition of “Non-Employee Director” is added to the Plan as Section 2.23A, to read in its entirety as follows:

2.23A Non-Employee Director.  Non-Employee Director means a member of the Board who is not a common-law employee of a Participating Employer or an Affiliate.

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6. Section 4.1(c) of the Plan is amended by replacing the phrase “75% of salary or 100% of bonus, restricted stock units, or other Compensation” with “(i) for Eligible Employees who are not Non-Employee Directors, 75% of salary or 100% of bonus, cash carry, restricted stock units, or other Compensation, and (ii) for Non-Employee Directors, 100% of eligible Compensation”.

7. Section 5.1 of the Plan is amended to read in its entirety as follows:

5.1 Discretionary Matching Credit. If a Participant allocates Deferrals to Stock (which may occur only during a Trading Period), the Company may credit the Participant’s Account with a matching Company Credit equal to a percentage of the Deferrals allocated to Stock during the applicable Trading Period; provided that matching Company Credits shall not be made with respect to Deferrals attributable to RSUs or to Compensation of a Non-Employee Director. The Company may establish limits on the amount of the matching Company Credit to ensure that no allocation is matched more than once or for any other reason, and the amount of a matching Company Credit may be rounded up or down to the next whole unit of Stock, in the sole discretion of the Committee. Matching Company Credits shall be credited to the Participant’s Discretionary Contribution Account established for the Trading Period in which the Deferrals giving rise to such matching Company Credits are first allocated to Stock.

Matching Company Credits (which may be zero) are determined by the Company in its sole discretion. The crediting of a matching Company Credit in respect of one Trading Period does not obligate the Committee to make matching Company Credits in respect of any subsequent Trading Period. Such matching Company Credits will be credited in the amount, if any, and at such time or times as the Committee shall determine.

8. Section 10.1 of the Plan is amended by replacing the phrase “between the Participating Employers and any Employee, spouse, or Beneficiary” with “between the Participating Employers and any Employee, director, spouse, or Beneficiary”.

Except as amended hereby, the terms of the Plan remain in full force and effect.

* * * * *

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IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 6 to the Plan as of the 29th day of January, 2024, effective as of the date set forth above.

By:	Philip Braverman	(Print Name)
Its:	Managing Director, Tax & HR	(Title)
/s/ Philip Braverman		(Signature)

BURFORD CAPITAL

DEFERRED COMPENSATION PLAN

AMENDMENT NO. 7

Effective as of April 1, 2024

Section 9.2 of the Burford Capital Deferred Compensation Plan, as amended, effective February 1, 2021 (the “Plan”), authorizes the Compensation Committee of Burford Capital Limited or its duly authorized designee to amend the Plan at any time. In accordance with Section 9.2(ii) and (iii) of the Plan, the Plan is hereby amended as follows:

A new Schedule B is added to the Plan, to read in its entirety as follows:

Schedule B

Merger of Supplemental Retirement Agreements into the Plan

Effective as of April 1, 2024 (the “Merger Date”), the Supplemental Retirement Agreements dated March 5, 2013 (each an “SRP Agreement” and collectively the “SRP”), between the Company, Burford Capital LLC, and each of Jonathan Molot and Christopher P. Bogart (each a “Participant”) are merged into the Plan, and the SRP agreements are amended and restated in their entirety as set forth in this Schedule B (which is a part of the Plan).

1. The outstanding Balance under each Participant’s SRP Agreement shall be maintained as a separate subaccount under such Participant’s Account under the Plan (the “SRP Account”), the balance of which equals the balance as of the Merger Date, adjusted (up or down) for Earnings in accordance with Article VII of the Plan. Each SRP Account shall be governed by the terms of the Plan, except as otherwise expressly provided in this Schedule B.

2. Vesting. Each Participant shall be fully vested in the balance of his SRP Account.

3. Investment Options. On and after the Merger Date, each SRP Account shall be allocated among the Investment Options available under the Plan in accordance with the Participant’s elections (or, if the Participant has not made an election under the Plan, in accordance with the Plan’s default investment elections) and adjusted for Earnings in accordance with Article VII of the Plan.

4. No Matching Company Credits. Amounts in the SRP Accounts shall not be eligible for matching Company Credits.

5. Time and Form of Payment. Except to the extent the Participant has made an effective Subsequent Election (as described below), each Participant’s SRP Account shall be paid in a lump sum upon the earlier of: (a) the Participant’s separation from service (within the meaning of Code Section 409A) with Burford, in which case the payment shall be made within 60 days following such separation from service, and (b) the calendar year in which

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such Participant attains age 60, in which case the payment shall be made during such calendar year. The time and form of payment of each such SRP account shall constitute a Payment Schedule under the Plan. For avoidance of doubt, the amount payable to the Participant under the Payment Schedule applicable to the SRP Account is determined under the valuation methods specified in Sections 6.1 and 6.7 of the Plan.

Each Subsequent Election submitted to the Company before the Merger Date shall take effect under the Subsequent Election procedure set forth in the Participant’s SRP Agreement (subject to the requirements thereunder for becoming effective). After the Merger Date, each Participant may elect to change the time or form of payment of his SRP Account as permitted by Section 6.8 of the Plan, provided that payment must begin no earlier than the Participant’s 65^th birthday.

Upon a Participant’s death, the remaining balance (if any) of his SRP Account shall be paid to the beneficiary(ies) prescribed by the Plan within 60 days after such Participant’s death. For the avoidance of doubt, the beneficiary(ies) prescribed by the terms of the Plan (based on the Participant’s designation under the Plan or, if none, the Plan’s default beneficiary) supersedes all prior beneficiary designations (if any) with respect to the SRP Account.

6. Payment Not Salary. No amount payable in respect of an SRP Account shall be treated as salary or other compensation for the purpose of computing benefits to which a Participant may be entitled under any pension plan or other arrangement.

7. Parent’s Responsibility. The Company’s guarantee under the SRP shall remain in effect in accordance with its terms.

8. Successors and Assigns. This Schedule B (along with the remainder of the Plan) will be binding upon and inure to the benefit of Burford, its successors and assigns, and to the Participants and their heirs, executors, administrators and legal representatives, as applicable.

9. Severability. If any provision of this Schedule B is deemed illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts hereof (or of the remainder of the Plan), and this Schedule B shall be construed and enforced as if such illegal and invalid provision never existed.

10. Section 409A. This Schedule B shall be interpreted consistently with the intent that no change shall be made in respect of an SRP Account that violates the requirements to avoid tax under Section 409A.

In the event of any inconsistency between a provision of this Schedule B and another provision of the Plan, the provision of this Schedule B shall apply.

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Except as amended hereby, the terms of the Plan remain in full force and effect.

* * * * *

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 7 to the Plan as of the 22nd day of March, 2024, effective as of the date set forth above, and the SRP Agreements are superseded by this Amendment No. 7.

By:	Philip Braverman	(Print Name)
Its:	Managing Director, Tax & HR	(Title)
/s/ Philip Braverman		(Signature)

By:	Jonathan T. Molot	(Print Name)
/s/ Jonathan T. Molot		(Signature)

By:	Christopher P. Bogart	(Print Name)
/s/ Christopher P. Bogart		(Signature)

EX-5.1

Exhibit 5.1

Burford Capital Limited (the Company) Oak House Hirzel Street St Peter Port Guernsey GY1 2NP	D +44 1481 752312
	E bryon.rees@ogier.com
	Ref: BPR/MWB/ANT156090.00050
	24 April 2024

Dear Sirs

Burford Capital Deferred Compensation Plan

1 Request for opinion

1.1 We have acted as Guernsey legal counsel to the Company in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (the Form S-8), as filed with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, on or about the date hereof. The Form S-8 relates to the Burford Capital Deferred Compensation Plan, effective as of 1 February 2021 (as amended, supplemented or otherwise modified from time to time) (the Deferred Compensation Plan), and a certain number of ordinary shares of no par value in the capital of the Company which may be issued in connection with the Deferred Compensation Plan (each, a Share).

1.2 Unless otherwise defined, capitalised terms shall have the meanings given to them in the Rules (as defined below).

1.3 References herein to a Schedule are references to a schedule to this opinion.

Ogier (Guernsey) LLP Redwood House St Julian's Avenue St Peter Port Guernsey GY1 1WA T +44 1481 721672 F +44 1481 721575 ogier.com Partners Martyn Baudains Paul Chanter Tim Clipstone Simon Davies Bryan de Verneuil-Smith Gavin Ferguson Matthew Guthrie Alex Horsbrugh-Porter Christopher Jones Marcus Leese Sandie Lyne Catherine Moore Mathew Newman Bryon Rees Richard Sharp

2 Documents examined

2.1 For the purposes of giving this opinion, we have examined the corporate and other documents listed in Part A of Schedule 1 and conducted the searches referred to in Part B of Schedule 1.

2.2 We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

3 Assumptions

In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of such assumptions.

4 Opinion

On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:

(a) the Company is validly existing as a non-cellular company limited by shares and in "good standing" under Guernsey law; and

(b) each Share which is issued in accordance with the Rules (as defined below) will be validly issued, fully paid and "non-assessable" provided that:

(i) such Share is issued by the directors of the Company in accordance with the memorandum and articles of incorporation of the Company, the Companies (Guernsey) Law, 2008 (as amended) and the Rules (as defined below);

(ii) (where relevant) any subscription price is paid in full; and

(iii) the name(s) of the relevant shareholder(s) or their respective nominee(s) are entered into the register of members of the Company in respect of such Share.

5 Limitations and interpretation

5.1 We offer no opinion:

(a) in relation to the laws of any jurisdiction other than Guernsey (and we have not made any investigation into such laws) and we express no opinion as to the meaning, validity or effect of references in the Deferred Compensation Plan to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than Guernsey; or

(b) except to the extent that this opinion expressly provides otherwise, as to the terms of, or the validity, enforceability or effect of the Form S-8, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events

2

of default or terminating events or the existence of any conflicts or inconsistencies among the Form S-8 and any other agreements into which the Company may have entered or any other documents.

5.2 This opinion is limited to matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.

5.3 In this opinion:

(a) Good standing means that as at the date of this opinion, (i) the Company was duly incorporated on 11 September 2009 and is validly existing under Guernsey law; and (ii) a search of the Public Records (as defined below) on the date hereof revealed no evidence of any orders or resolutions for the winding up or dissolution of the Company and no evidence of the appointment of any administrator or liquidator in respect of the Company or any of its assets.

(b) Non-assessable means, with respect to a Share, that the liability of the registered holder of a Share to the Company is limited to the amount unpaid on that Share.

6 Governing law and reliance

6.1 This opinion is:

(a) governed by and shall be construed in accordance with Guernsey law;

(b) limited to the matters expressly stated herein; and

(c) confined to and given on the basis of the laws and practice in Guernsey at the date hereof.

6.2 All references in this opinion to specific Guernsey legislation shall be to such legislation as amended to the date hereof.

6.3 We hereby consent to the filing of this opinion as Exhibit 5.1 to the Form S-8.

6.4 This opinion:

(a) may be used only in connection with the Form S-8 while the Deferred Compensation Plan is effective; and

(b) is given for your benefit and, with the exception of disclosure on a non-reliance basis to (i) your professional advisers (acting in that capacity) and (ii) publicly filing on the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system, it may not be disclosed to or relied upon by any person or used for any other purpose or referred to or made public in any way without our prior written consent.

Yours faithfully

/s/ Ogier (Guernsey) LLP

Ogier (Guernsey) LLP

3

Schedule 1

Documents examined

Part A

Corporate and other documents

1 A certificate signed by a director of the Company dated on or about the date hereof (the Director's Certificate) relating to certain questions of fact together with true and complete copies of the documents referred to therein including:

(a) the rules of the Deferred Compensation Plan, effective as of 1 February 2021, as approved in the minutes of the meeting of the board of directors of the Company (or committees thereof, as applicable) held on 9 February 2021 (the Rules);

(b) the following amendments to the Rules:

(i) Amendment no. 1 executed on 11 November 2021;

(ii) Amendment no. 2 executed on 22 January 2023;

(iii) Amendment no. 3 executed on 8 February 2023;

(iv) Amendment no. 4 executed on 31 May 2023;

(v) Amendment no. 5 executed on 16 June 2023;

(vi) Amendment no. 6 executed on 29 January 2024;

(vii) Amendment no. 7 executed on 22 March 2024; and

(c) the minutes of the meetings of the board of directors of the Company (or committees thereof, as applicable) held on (i) 9 February 2021 in connection with the adoption of the Deferred Compensation Plan and (ii) 22 April 2024 pursuant to which the preparation, execution and filing of the Form S-8 on behalf of the Company were approved.

2 The certificate of incorporation and any certificates of change of name of the Company appearing on the Public Records on the date of this opinion.

3 The memorandum of incorporation of the Company dated 11 September 2009 appearing on the Public Records on the date of this opinion.

4 The articles of incorporation of the Company dated 13 May 2020 appearing on the Public Records on the date of this opinion.

4

Part B

Searches

1 The public records of or relating to the Company on file and available for inspection on or visible through the registers maintained by the Registrar of Companies (the Companies Registry) and the office of HM Greffier on the date hereof (the Public Records).

5

Schedule 2

Assumptions

1 All original documents examined by us are authentic and complete.

2 All copy documents and counterparts of documents provided to us (whether in facsimile, electronic or other form) conform to the originals of such documents and those originals are authentic and complete.

3 The signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine.

4 An annual general meeting of the Company will be duly and validly convened and held at which it will be resolved that the directors of the Company are generally and unconditionally authorised to allot and/or issue Shares without any pre-emption rights applying to the allotment or issue of the Shares (the Authority).

5 A meeting of the Company's board of directors (or a duly authorised committee thereof) will be duly and validly convened and held at which it will be resolved to authorise and issue any Share that has not been so authorised as of the date hereof (a Board Meeting).

6 In resolving that the Company issue a Share pursuant to the relevant resolution(s) in a Board Meeting or previous meeting of the Company's board of directors (or a duly authorised committee thereof):

(a) each of the directors of the Company was, or will be, acting in good faith with a view to the best interests of the Company and was, or will be, exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and

(b) the directors of the Company were complying, or will comply, with all relevant Guernsey legal requirements and, in issuing any Share, will comply, and will procure that the Company's registrar complies, with the memorandum and articles of incorporation of the Company and all relevant resolutions of the shareholders of the Company in force at the time of issue of such Share (including the Authority).

7 None of the opinions expressed in this opinion will be adversely affected by the laws or public policies of any jurisdiction other than Guernsey.  In particular, but without limitation, there are no provisions of the laws of any jurisdiction other than Guernsey, or any judgments, orders or judicial decision in any jurisdiction other than Guernsey, which would render the issue of a Share illegal or ineffective.

8 The Director's Certificate and the documents referred to therein or attached thereto, and any factual statements made therein, are accurate and complete as at the date hereof.

9 The information and documents disclosed by our searches of the Public Records are accurate as at the date hereof and there is no information or document which has been delivered to the Companies Registry or the office of HM Greffier, or which is required by Guernsey law to be delivered, which was not included in the Public Records.

6

10 The Company has duly complied, remains compliant and at the time of admission of any Share will comply with all requirements of any relevant stock exchange and any other applicable laws, rules and regulations of any jurisdiction other than Guernsey.

7

Schedule 3

Qualifications

1 Information available in public registries in Guernsey is limited and, in particular, there is no publicly available record of charges or other security interests over the shares or assets of Guernsey companies (other than relating to real property situated in Guernsey, ships in respect of which title has been entered on the Registry of British Ships maintained in Guernsey and aircraft, aircraft engines and charges and priority notices related thereto, which have been entered in the Registers maintained in Guernsey pursuant to the Aviation Registry (Guernsey) Law, 2013).

2 The search of the Public Records referred to in this opinion is not conclusively capable of revealing whether or not an order or application has been made or a resolution passed for the winding up or dissolution of the Company or for the appointment of any administrator or liquidator in respect of the Company, as notice of these matters might not be filed with the Companies Registry or the office of HM Greffier immediately and, when filed, might not be available or visible immediately.  In addition there is no officially approved litigation search which can be conducted.  Records of matters which have gone through court depend entirely upon input by Greffe officials, so that there is a time lag which could also lead to an inaccurate report.  Further, a search of the Public Records referred to above will not in any event indicate matters in respect of which a summons has been issued, but which has not had a hearing in either the Magistrate's Court or the Royal Court.

3 Where Public Records are available for inspection electronically we have not conducted a physical search of records held and have relied exclusively upon information and documents which were visible via such electronic inspection at the time of inspection.

8

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Burford Capital Deferred Compensation Plan of our reports dated March 28, 2024, with respect to the consolidated financial statements of Burford Capital Limited and the effectiveness of internal control over financial reporting of Burford Capital Limited included in its Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Guernsey, Channel Islands

April 24, 2024

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

FORM S-8

(Form type)

____________________

BURFORD CAPITAL LIMITED

(Exact name of registrant as specified in its charter)

 Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1), (2)	Proposed Maximum Offering Price Per Unit(3)	Maximum Aggregate Offering Price(3)	Fee Rate	Amount of Registration Fee(4)
Equity	Ordinary shares, no par value (“Ordinary Shares”)	Other	1,000,000	$14.80	$14,800,000.00	$147.60 per $1,000,000	$2,184.48
Total Offering Amounts					$14,800,000.00		$2,184.48
Total Fee Offsets							—
Net Fee Due							$2,184.48

(1) This registration statement on Form S-8 (this “Registration Statement”) is being filed by Burford Capital Limited (the “Registrant”) with the US Securities and Exchange Commission (the “SEC”) to register 1,000,000 Ordinary Shares which may be issued under the Burford Capital Deferred Compensation Plan (as the same may be amended or renewed from time to time, the “Plan”).

(2) Pursuant to Rule 416(a) under the US Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional Ordinary Shares that may become issuable under the Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of the Registrant’s outstanding Ordinary Shares.

(3) Estimated, solely for the purpose of calculating the registration fee, pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act, based on the average of the high and low sales prices for the Ordinary Shares reported on the New York Stock Exchange on April 19, 2024.

(4) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $147.60 per $1,000,000 of the proposed maximum aggregate offering price.