Exhibit 10.25


 


Execution Version


 


rights
PURCHASE AGREEMENT


 


This RIGHTS PURCHASE
AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”)
is entered into as of July 6, 2017 by and among Ironsides P Fund L.P. and Ironsides Special Situations Master Fund II L.P. (each,
a “Seller” and collectively, the “Sellers”) and PJC Investments, LLC, a Texas limited liability
company (the “Purchaser”).


 


WHEREAS, each Seller is the beneficial owner
of certain 8.50% Senior Unsecured Convertible Notes due 2019 (the “Convertible Notes”) issued by Emergent Capital,
Inc. (the “Company”); and


 


WHEREAS, the Company has offered, pursuant
to the Offer to Exchange, dated April 18, 2017 (the “Exchange Offer”), for each $1,000 in principal amount
of Convertible Notes accepted for exchange in the Exchange Offer, (i) new 5.0% Senior Unsecured Convertible Notes due 2023 (the
“New Convertible Notes”) and (ii) the right to purchase shares of its common stock, par value $0.001 per share
(the “Common Stock”); and


 


WHEREAS, as a result of the Exchange Offer,
for each $1,000 in principal amount of Convertible Notes accepted for exchange in the Exchange Offer, each Seller will receive
(i) New Convertible Notes and (ii) the right (the “Exchange Common Stock Purchase Rights”) to purchase shares
of Common Stock (the “Shares”); and


 


WHEREAS, each Seller has agreed, pursuant
to the Master Transaction Agreement (as defined below), to tender all the Convertible Notes beneficially owned by it into the
Exchange Offer and receive, among other things, the Exchange Common Stock Purchase Rights; and


 


WHEREAS, each Seller desires to sell to the
Purchaser, and the Purchaser desires to purchase from each Seller, the Exchange Common Stock Purchase Rights and, in connection
therewith, purchase Shares issued by the Company, in accordance with the terms and conditions of this Agreement.


 


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


 


1.     Convertible
Note TENDER


 


1.1.        Convertible
Note Tender. Each Seller has entered into that certain master transaction agreement dated March 15, 2017 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Master Transaction Agreement”)
by and among the Company, the Purchaser, and each Seller. Each Seller has tendered or will tender, in accordance with the Master
Transaction Agreement, 100% of the principal amount of all Convertible Notes beneficially owned by such Seller into the Exchange
Offer and, as a result, is or will be entitled to the Exchange Common Stock Purchase Rights with respect to the Convertible Notes
beneficially owned by such Seller that are accepted by the Company in the Exchange Offer.


 




     


     


    

 


2.     SALE
OF RIGHTS


 


2.1.        Sale
of Exchange Common Stock Purchase Right. Each Seller hereby sells to, and the Purchaser hereby purchases, all of such Seller’s
right, title and interest in all of the Exchange Common Stock Purchase Rights held by such Seller. The aggregate purchase price
for the Exchange Common Stock Purchase Rights shall consist of a warrant or warrants in the form of the Warrant attached as Exhibit
E to the Master Transaction Agreement, (as modified by Amendment No. 1 and Amendment No. 2, the “Warrant(s)”)
issued in the name of the Sellers and/or their designee(s) at the direction of the Sellers, to purchase 2,000,000 shares of Common
Stock subject to the terms and conditions set forth in the Warrant and, notwithstanding the foregoing, having the vesting rights
described in Section 2(b)(ii) thereof (the “Purchase Price”). 


 


2.2.        Closing
of Sale of Exchange Common Stock Purchase Rights. At the Closing (as defined in the Master Transaction Agreement), Purchaser
shall cause to be delivered to the Sellers the Purchase Price in the form of one or more Warrants issued to the Sellers or their
designee(s) at the direction of the Sellers.


 


2.3.        Procedures.
In connection with the sale of the Exchange Common Stock Purchase Rights by the Sellers to the Purchaser and in order to facilitate
the sale and issuance of the Shares to the Purchaser or its designee(s), the parties hereto agree that:


 


		2.3.1.	The Purchaser hereby directs the Sellers, for the benefit
                                         of the Purchaser, to (i) indicate on the Letter of Transmittal submitted by the Sellers
                                         in connection with the Exchange Offer or (ii) make such elections with their prime brokers
                                         in connection with the Exchange Offer, in either case, in order to subscribe for a Full
                                         Allotment (as defined in the Exchange Offer) and an Additional Full Allotment (as defined
                                         in the Exchange Offer) in connection with the exercise of the Exchange Common Stock Purchase
                                         Rights.



 


		2.3.2.	After the Sellers receive notice from the Company regarding
                                         the amount of Shares allocated to the Sellers for the benefit of the Purchaser in connection
                                         with the exercise of the Exchange Common Stock Purchase Rights described above, the Sellers
                                         shall provide such notice (or a copy thereof) to the Purchaser. Upon receipt of such
                                         notice (or copy thereof), the Purchaser or its designee(s), if any, will provide for
                                         the payment of the purchase price for the Shares allocated to the Sellers for the benefit
                                         of the Purchaser in connection with the exercise of the Exchange Common Stock Purchase
                                         Rights described above in accordance with procedures set forth in the Exchange Offer
                                         and the Letter of Transmittal or as otherwise directed or permitted by the Company and
                                         the Information and Exchange Agent (as defined in the Exchange Offer). For the avoidance
                                         of doubt, the Company, the Purchaser and the Sellers acknowledge and agree that the Purchaser
                                         shall be solely liable for the payment to the Company in respect of the Shares allocated
                                         to the Sellers for the benefit of the Purchaser in connection with the exercise of the
                                         Exchange Common Stock Purchase Rights described above and the Sellers will have no obligation
                                         hereunder to provide for any payment to the Company in respect of the Shares allocated
                                         to the Sellers for the benefit of the Purchaser in connection with the exercise of the
                                         Exchange Common Stock Purchase Rights described above.



 




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		2.3.3.	The Sellers will indicate, when and as appropriate to the
                                         Information and Exchange Agent and/or the Company with respect to the concurrent settlement
                                         of the Exchange Offer and the Closing, to have the Shares allocated to the Sellers for
                                         the benefit of the Purchaser in connection with the exercise of the Exchange Common Stock
                                         Purchase Rights described above issued by the Company directly to the Purchaser and/or
                                         its designee(s) upon payment for such shares by the Purchaser and/or its designee(s).
                                         For the avoidance of doubt, the Company, the Purchaser and the Sellers acknowledge and
                                         agree that any Shares allocated to the Sellers for the benefit of the Purchaser in connection
                                         with the exercise of the Exchange Common Stock Purchase Rights described above shall
                                         be issued by the Company directly to the Purchaser and/or its designee(s).



 


3.     REPRESENTATIONS,
WARRANTIES AND Covenants


 


3.1.        Representations
and Warranties of the Sellers. Each Seller, severally and not jointly, hereby represents and warrants as to itself, and agrees
with, the Purchaser as follows:


 


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



 


		3.1.2.	Consents and Approvals. No consent, approval, authorization
                                         or order of, or filing with, any governmental body or any court is required to be obtained
                                         or made by such Seller for the consummation of the transactions contemplated by this
                                         Agreement.



 


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



 




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		3.1.4.	Ownership.
                                         Such Seller beneficially owns good and marketable title to the Convertible Notes being
                                         tendered into the Exchange Offer by it, and will beneficially own good title to the Exchange
                                         Common Stock Purchase Rights with respect to the Convertible Notes beneficially owned
                                         by such Seller that are accepted by the Company in the Exchange Offer, free and clear
                                         of any taxes or encumbrances; and assuming (a) the expiration of the Exchange Offer and
                                         (b) the acceptance by the Company of Convertible Notes beneficially owned by such Seller,
                                         such Seller will have conveyed to the Purchaser or its designee(s), if any, good title
                                         to the Exchange Common Stock Purchase Rights being transferred with respect to the Convertible
                                         Notes beneficially owned by such Seller that are accepted by the Company in the Exchange
                                         Offer, free and clear of any security interests, liens, adverse claims, taxes or encumbrances.
                                         



 


3.2.        Representations
and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to, and agrees with, the Sellers as follows:


 


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



 


		3.2.2.	Investment Representations. The Purchaser and each
                                         designee of the Purchaser, if any, is an “accredited investor” as defined
                                         in Rule 501(a) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities
                                         Act”), and has such knowledge and experience in financial and business matters
                                         that it is capable of evaluating the merits and risks of the transactions contemplated
                                         under this Agreement. The Purchaser agrees and each designee of the Purchaser, if any,
                                         shall agree that it will be acquiring the Exchange Common Stock Purchase Rights and the
                                         Shares issued in connection therewith for investment purposes, with no intention of distributing
                                         or reselling them or any interest therein. The Purchaser represents that it and each
                                         designee of the Purchaser, if any, has the capacity to evaluate the merits and risks
                                         of its investment in the Exchange Common Stock Purchase Rights and the Shares issued
                                         in connection therewith and to bear all economic risks of investment in the Exchange
                                         Common Stock Purchase Rights and the Shares issued in connection therewith, including
                                         a complete loss of its investment. The Purchaser represents that it and each designee
                                         of the Purchaser, if any, has had the opportunity to review such disclosure regarding
                                         the Company, its business, its financial condition and its prospects, including the Company’s
                                         publicly available SEC filings, as the Purchaser and each designee of the Purchaser,
                                         if any, has determined to be necessary in connection with the purchase of the Exchange
                                         Common Stock Purchase Rights. The Purchaser acknowledges on behalf of itself and each
                                         designee of the Purchaser, if any, that the Seller has not made any representation to
                                         the accuracy or completeness of any of the SEC filings of the Company.



 




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		3.2.3.	Exempted Transaction. The Purchaser and each designee
                                         of the Purchaser, if any, understands that the Exchange Common Stock Purchase Rights
                                         and the Shares issued in connection therewith are being offered and sold to it in reliance
                                         on specific exemptions from the registration requirements of United States federal and
                                         state securities laws, have not been registered under the Securities Act or the securities
                                         laws of any state, and will be “restricted securities” as said term is defined
                                         in Rule 144 of the rules and regulations promulgated under the Securities Act.



 


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



 


		3.2.5.	No
                                         Violation of Law or Agreement. Neither the execution
                                         and delivery of this Agreement by the Purchaser and/or its designee(s), nor the consummation
                                         of the transactions contemplated hereby by the Purchaser, will violate any judgment,
                                         order, writ, decree, law, rule or regulation or agreement applicable to the Purchaser.



 


		3.2.6.	Sufficiency of Financing. The Purchaser and/or its
                                         designee(s), if any, has, and at the Closing, will have sufficient immediately available
                                         funds to purchase, in accordance with Section 2.3.2, the Shares that it is hereby directing
                                         the Sellers to subscribe for in connection with such Sellers’ Exchange Common Stock
                                         Purchase Rights and to otherwise consummate the transactions contemplated by this Agreement.



 


3.3.        Sellers’
and Purchaser’s Joint Acknowledgement. The Sellers and the Purchaser hereby acknowledge and agree that the sale of the
Exchange Common Stock Purchase Rights under this Agreement is not a “Transfer” under and as defined in Section 6.14
of the Master Transaction Agreement.


 


3.4.        Indemnification.
Purchaser shall indemnify and hold each Seller and each of their respective officers, directors, Affiliates (as defined in the
Master Transaction Agreement), agents and employees (collectively, the “Indemnified Parties”) harmless from and against
any out-of-pocket loss, liability, taxes, claim, charge, assessed interest, judgment, fine, penalty, damage, fee or expense (including
reasonable legal, consultant, accounting and other professional fees and expenses and including any mitigation cost and any cost
of determining that there has been a breach under this Agreement) incurred by such Indemnified Party resulting from (a) any breach
of any representation and warranty of the Purchaser contained in this Agreement or document, agreement or instrument delivered
pursuant to or in connection with this Agreement or (b) any failure by the Purchaser to perform any covenant or agreement hereunder
(including, without limitation, the performance of the payment obligations described in Section 2.3.2) or under any document,
agreement or instrument contemplated hereby. The Indemnified Parties shall be third party beneficiaries of this Section 3.4, each
of which may enforce the provisions of this Section 3.4. The Purchaser acknowledges that the agreements contained in this Section
3.4 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Sellers would
not enter into this Agreement.


 




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4.     MISCELLANEOUS


 


4.1.        Survival
of Representations, Warranties and Covenants. The representations, warranties and covenants of each party contained herein
shall survive the closing of the sale of the Exchange Common Stock Purchase Rights. Each party may rely on such representations,
warranties and covenants irrespective of any investigation made, or notice or knowledge held by, it or any other person.


 


4.2.        Notices.
All notices and other communications by the Purchaser or the Sellers hereunder shall be in writing to the other party and shall
be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via facsimile transmission
and verification received, or when posted by the United States postal service, registered or certified mail, return receipt requested
with postage prepaid.


 


4.3.        Assignment.
This Agreement shall not be assigned by either party without the prior written consent of the other party; provided, however,
that the obligation to make the payment for the Shares under Section 2.3.2, and the issuance of the Shares under Section 2.3.3,
may be assigned by the Purchaser without consent of the Sellers.


 


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


 


4.5.        Further
Assurances. From and after the date hereof, upon the reasonable request of any party hereto, the other parties will execute
and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement.


 


4.6.        Entire
Agreement. This Agreement constitutes the entire agreement by the parties hereto and supersedes any other agreement, whether
written or oral, that may have been made or entered into between them relating to the matters contemplated hereby.


 


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


 




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4.8.        Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflicts of laws principles that would require the application of laws of
any other jurisdiction. Any legal action or proceeding in connection with this Agreement or the performance hereof shall be brought
in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the parties hereby
irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and agrees not
to assert, by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that such party is not subject
personally to the jurisdiction of the above-named courts, that any such action or proceeding may not be brought or maintained
in one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court
other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any
of the above-named courts. Each of the parties hereto hereby consents to service of process in any such action or proceeding in
any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return
receipt requested, pursuant to Section 4.2 is reasonably calculated to give actual notice and waives and agrees not to assert
by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in
accordance with this Section 4.8 does not constitute good and sufficient service of process. THE PARTIES WAIVE THE RIGHT TO A
TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.


 


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


 


[Signature Page
Follows]


 




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


 


	 	PJC
    Investments, LLC, as Purchaser
	 	 	 
	 	By:	/s/
    Patrick Curry
	 	 	Name:	Patrick Curry
	 	 	Title:	Managing Member
	 	 	 	 
	 	Ironsides
    P Fund L.P., as Seller
	 	 	 
	 	By:	Ironsides P Fund GP LLC,

    its General Partner
	 	 	 
	 	By:	/s/
    Robert Knapp
	 	Name:	Robert Knapp
	 	Title:	Manager
	 	 	 
	 	Ironsides
    Partners Special Situations Master Fund II L.P., as
    Seller
	 	 	 
	 	By:	Ironsides Partners Special Situations
    Fund GP LLC, its General Partner
	 	 	 
	 	By:	/s/
    Robert Knapp
	 	Name:	Robert Knapp
	 	Title:	Manager
	 	 	 
	 	aCKNOWLEDGED
        AND AGREED:

        eMERGENT
        Capital, INC., solely with respect to Sections 2.3.2, 2.3.3, 4.5 and 4.8. 

	 	 	 
	 	By:	/s/
    Antony Mitchell
	 	Name:	Antony Mitchell
	 	Title:	Chief Executive Officer


 


[Signature Page to
the to the Rights Purchase Agreement]