Amendments to Master Transaction Agreements

On April 7, 2017, Emergent Capital, Inc. (the Company) entered into
a series of Amendments to Master Transaction Agreements (the
Amendments), which amend each Master Transaction Agreement made as
of March 15, 2017, as amended to date and from time to time
(collectively, the Agreements), by and between the Company, PJC
Investments, LLC, a Texas limited liability company (PJC), and the
Consenting Convertible Note Holders party to each Agreement
(Consenting Holders).

The purpose of the Amendments was to, among other things, modify
the definitions of Common Stock Purchase Agreement, Convertible
Note Exchange Offer, Warrant, and Warrant Shares in order to (i)
change the purchase price or exercise price, as applicable, of
shares of the Companys common stock being issued under such
transactions (the Common Stock) from $0.25 per share to $0.20 per
share and (ii) increase the aggregate number of shares of Common
Stock being issued under such transactions by 20%. Accordingly, the
form of each the Common Stock Purchase Agreement and the Warrant
attached as Exhibits A and E to the Agreements were deemed amended
to reflect the foregoing modifications.

Additionally, the Amendments added a covenant to each Agreement in
order to conform to certain provisions of the Participation
Agreement, as described below.

Exchange Participation Agreement

On or about April 7, 2017, the Company entered into an Exchange
Participation Agreement (the Participation Agreement) with holders
(the Consenting Senior Note Holders) representing 50% of the
aggregate outstanding principal amount of the Company’s 15.0%
Senior Secured Notes due 2018 (the Senior Notes).

to the Participation Agreement, on or before the date that is five
business days after the Company launches the exchange offer (the
Senior Note Exchange Offer) offered to all holders of Senior Notes
to exchange their Senior Notes for 8.5% Senior Notes due 2021 (the
New Senior Notes) issued under the indenture governing the New
Senior Notes (the New Senior Note Indenture), each Consenting
Senior Note Holder agreed to on or before the date that is five
business days after the Company launches the Senior Note Exchange
Offer (i) tender all of the Senior Notes it holds into the Senior
Note Exchange Offer in exchange for New Senior Notes to be governed
by the New Senior Note Indenture, and (ii) enter into a Senior Note
purchase agreement with PJC or the Investor to sell 50% of the
aggregate principal amount of the New Senior Notes that are to be
issued to such Consenting Senior Note Holder at a price equal to
50% of the face amount of each New Senior Note purchased.
Contemporaneously with the closing of all the transactions
contemplated by the Agreements, including the closing of the Senior
Note purchase agreement (the Closing Date), the Company agreed to
pay each Consenting Senior Note Holder 5.0% of the face amount of
the Senior Notes held by such Consenting Senior Note Holder, plus
all accrued but unpaid interest under such Senior Notes through the
Closing Date (the Sale Participation Fee).

However, in the event the Company elects not to launch the Senior
Note Exchange Offer, (i) each Consenting Senior Note Holder agreed
to enter into a Senior Note purchase agreement with PJC or the
Investor to sell at the closing of all the transactions
contemplated by the Agreements 50% of the Senior Notes it holds at
a price equal to the face amount of each

Senior Note in lieu of participating in the Senior Note Exchange
Offer and (ii) at the Closing Date, the Company agreed to pay the
Sale Participation Fee to the Consenting Senior Note Holders. In
such event the Company elects not to launch the Senior Note
Exchange Offer, the Company has agreed to amend and restate the
existing indenture governing the Senior Notes to conform in
substantially identical terms to the terms of the New Senior
Notes as set forth in the New Senior Note Indenture under the
Agreements.

The transactions contemplated by the Agreements and Participation
Agreement are expected to close in the second quarter of 2017,
although the consummation of such transactions are subject to
multiple conditions and there can be no assurance that such
transactions will close on a timely basis or at all.

The foregoing description of the Amendment and the Participation
Agreement is a summary only and is qualified in its entirety by
reference to the full text of the Amendment and Participation
Agreement, each of which will be filed as exhibits to the Companys
Quarterly Report on Form 10-Q for the period ending March 31, 2017.

The Company updated its total maturities for the quarter ended
March 31, 2017. As of that time, the Company had three maturities
totaling $20.15 million.

In addition, the Company projects that as of March 31, 2017,
through the maturity date of all of the policies held by the
Company, the aggregate amount of cash that will be distributed to
the Company as a result of death benefits for each policy in the
Companys portfolio, based on the life expectancies at the time of
calculation and subject to other factors that could cause such
projections to change, and as currently permitted under the debt
facilities to which the Company or its affiliates are a party, is
projected to be in a range of approximately $574 million to $602
million. The foregoing projected range will necessarily change
based on changes to premiums paid, changes in life expectancies,
interest rate variability and other changes. For example, the chart
attached as Exhibit 99.1 to this Form 8-K sets forth such projected
cash distributions as of December 31, 2016, which were at that time
projected to be higher than they were projected to be at March 31,
2017. The Company does not anticipate updating these projected cash
distribution amounts in the future, and the Company can provide no
assurance that the Company will receive cash distributions in the
amounts projected.

This Form 8-K, including the exhibit thereto, includes certain
non-public information about the Companys financial projections.
These financial projections contain forward-looking statements
under the Private Securities Litigation Reform Act of 1995. These
forward-looking statements relate to projections of the Companys
future cash flow as a result of death benefits for each policy in
the Companys portfolio and are based upon life expectancies at the
time of calculation, financial data, market assumptions and
management’s current business plans and beliefs or current
estimates of future results or trends available only as of the time
the statements are made, which may become out of date or incomplete
and which are difficult to predict and may be beyond the Companys
control. As a result, there can be no assurance that the
projections will be realized or that actual results will not be
significantly higher or lower than projected. The inclusion of
financial projections in this Form 8-K should not be regarded as an
indication that such projections will be an accurate prediction of
future events, and they should not be relied on as such. In
addition to the risks and uncertainties noted in this Form 8-K,
there are certain factors that could cause actual results to differ
materially from those anticipated by some of the statements made,
including (i) premiums paid, (ii)

changes in life expectancies, (iii) interest rate variability,
and (iv) other risks, uncertainties and other factors described
under the heading Risk Factors in the Companys most recently
filed Annual Report on Form 10-K and Quarterly Report on Form
10-Q and in the Company’s other filings with the U.S. Securities
and Exchange Commission, which can be found on the Companys web
site (www.emergentcapital.com). The financial projections
included in this Form 8-K are made only as of the date hereof,
and unless otherwise required by applicable securities laws, the
Company disclaims any intention or obligation to update or revise
this information, whether as a result of new information, future
events or otherwise.

>The information in this Item 7.01, including Exhibit 99.1, is
being furnished and shall not be deemed filed for purposes of
Section 18 of the Exchange Act of 1934, as amended (the Exchange
Act), or as otherwise subject to liability of that section, nor
shall such information be deemed to be incorporated by reference
into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act.

(d) Exhibit