Exhibit 10.21


 


EXECUTION
VERSION


 


sECURITIES
aCQUISITION AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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



 




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



 


(b)         Closing.


 


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



 


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



 


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


 


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



 


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



 




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



 


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



 


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


 


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



 


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



 




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



 


4.           Representations and Warranties.


 


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


 


		(i)	Organization, Authority, Execution and Enforceability. Evermore and each Evermore Affiliate is duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization and has the right, power and authority to execute
and deliver this Agreement and the Operative Agreements to which it will be a party and to consummate the transactions contemplated
hereby and thereby, as applicable. This Agreement has been duly authorized, executed and delivered by Evermore and constitutes
the valid and binding obligation of Evermore, enforceable in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors
generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and
other equitable remedies and those providing for equitable defenses. Each Operative Agreement, when executed and delivered by Evermore
or an Evermore Affiliate, will be duly authorized, executed and delivered by Evermore or such Evermore Affiliate, as the case may
be, and will constitute the valid and binding obligation of Evermore or such Evermore Affiliate, as the case may be, enforceable
in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium
or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting
the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.



 




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		(ii)	Investment Representations. Evermore and each Evermore Affiliate is an "accredited investor" as defined in
Rule 501(a) promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and has such
knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions
contemplated under this Agreement and the Operative Agreements. Evermore and each Evermore Affiliate will be acquiring the New
Senior Notes, Common Stock and Warrant for investment purposes and not with a view to, or for resale in connection with, any distribution
of the New Senior Notes, Common Stock or Warrant. Evermore and each Evermore Affiliate has the capacity to evaluate the merits
and risks of its investment in the New Senior Notes, Common Stock and Warrant and to bear all economic risks of investment in the
New Senior Notes, Common Stock and Warrant, including a complete loss of its investment. Evermore and each Evermore Affiliate has
had the opportunity to review such disclosure regarding the Company, its business, its financial condition and its prospects, including
the Company's publicly available SEC filings, as it has determined to be necessary in connection with the purchase of the New Senior
Notes, Common Stock and the Warrant. Evermore acknowledges, on behalf of itself and each Evermore Affiliate, that PJC has not made
any representation to the accuracy or completeness of any of the SEC filings of the Company.



 


		(iii)	Exempted Transaction. Evermore acknowledges, on behalf of itself and each Evermore Affiliate, that the New Senior Notes,
Common Stock and Warrant are being offered and sold to it in reliance on specific exemptions from the registration requirements
of United States federal and state securities laws, have not been registered under the Securities Act or the securities laws of
any state, and will be "restricted securities" as said term is defined in Rule 144 of the rules and regulations promulgated
under the Securities Act



 


		(iv)	Consents and Approvals. No consent, approval, authorization or order of, or filing with, any governmental body or any
court is required to be obtained or made by Evermore or any Evermore Affiliate for the consummation of the transactions contemplated
by this Agreement and the Operative Agreements.



 


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



 




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



 


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


 


		(i)	Organization, Authority, Execution and Enforceability. PJC is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization and has the right, power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by PJC
and constitutes the valid and binding obligation of PJC, enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights
of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive
relief and other equitable remedies and those providing for equitable defenses.



 


		(ii)	Investment Representations. PJC is, and any Optionee will be, an “accredited investor” as defined in Rule
501(a) promulgated under the Securities Act, and has or will have such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. PJC and each Optionee
that exercises the Notes Option will be acquiring the Evermore Notes for investment purposes, and not with a view to, or for resale
in connection with, any distribution of such Evermore Notes. PJC and each Optionee has the capacity to evaluate the merits and
risks of its investment in the Evermore Notes and to bear all economic risks of investment in the Evermore Notes, including a complete
loss of its investment. PJC has had, and each Optionee will have, the opportunity to review such disclosure regarding the Company,
its business, its financial condition and its prospects, including the Company’s publicly available SEC filings, as it has
determined to be necessary in connection with the purchase of the Evermore Notes. PJC acknowledges, on behalf of itself and each
Optionee, that Evermore has not made any representation to the accuracy or completeness of any of the SEC filings of the Company.



 


		(iii)	Exempted Transaction. PJC acknowledges, on behalf of itself and each Optionee, that the Evermore Notes are being offered
and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities
laws, have not been registered under the Securities Act or the securities laws of any state, and will be “restricted securities”
as said term is defined in Rule 144 of the rules and regulations promulgated under the Securities Act.



 




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		(iv)	Consents and Approvals. No consent, approval, authorization or order of, or filing with, any governmental body or any
court is required to be obtained or made by PJC or an Optionee for the consummation of the transactions contemplated by this Agreement,
other than the written approval of the Florida Office of Insurance Regulation, if applicable.



 


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



 


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


 


6.           Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 




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


 


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


 




     


     


    

 


Schedule
I


 


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