Attached files
file | filename |
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S-1/A - S-1/A - EMERGENT CAPITAL, INC. | w7883110sv1za.htm |
EX-1.1 - EXHIBIT 1.1 - EMERGENT CAPITAL, INC. | w7883110exv1w1.htm |
EX-23.2 - EX-23.2 - EMERGENT CAPITAL, INC. | w7883110exv23w2.htm |
EX-10.37 - EX-10.37 - EMERGENT CAPITAL, INC. | w7883110exv10w37.htm |
Exhibit 2.2
FIRST AMENDMENT TO
PLAN OF CONVERSION
OF
IMPERIAL HOLDINGS, LLC,
a Florida Limited Liability Company
(Converting Entity)
OF
IMPERIAL HOLDINGS, LLC,
a Florida Limited Liability Company
(Converting Entity)
into
IMPERIAL HOLDINGS, INC.,
a Florida Corporation
(Resulting Entity)
a Florida Corporation
(Resulting Entity)
THIS FIRST AMENDMENT TO PLAN OF CONVERSION (the Amendment) is dated as of February
3, 2011, and amends that certain Plan of Conversion dated as of January 12, 2011 (the
Plan) which converts Imperial Holdings, LLC, a Florida limited liability company (the
Converting Entity) into Imperial Holdings, Inc., a Florida corporation (the
Resulting Entity).
W I T N E S S E T H:
WHEREAS, each of the parties to the Plan desire to amend certain of the provisions of the Plan
and have determined such amendments to be in its respective best interest; and
WHEREAS, the Plan currently provides for certain share issuances in connection with the
Conversion and the IPO based upon formulas set forth in the Plan, and the parties desire to
eliminate such formulas and to expressly provide for specific number of shares to be issued, as
hereinafter provided.
NOW THEREFORE, the Converting Entity hereby agrees that the Plan is hereby amended as follows.
1. Defined Terms. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Plan.
2. Conversion of Common Units, Preferred Units and IMPEX Debt at the Effective Time.
Notwithstanding anything in the Plan to the contrary, the initial allocation of shares of Common
Stock of the Resulting Entity issued in the corporate reorganization of the Converting Entity at
the Effective Time will be based on the number of shares of Common Stock to be issued to the
Existing Holders based on the allocation set forth in the table below, and will not give effect to
the conversion of the Phantom Units which shall remain outstanding until immediately prior to the
closing of the IPO. Accordingly, at the Effective Time, (a) all Existing Entity Common Units and
Existing Entity Preferred Units (other than the Series F Existing Entity Preferred Units) held by
the Existing Holders and the IMPEX Debt shall be automatically converted into shares of Common
Stock of the Resulting Entity without any further action on the part of any Existing Holder, on the
basis set forth in the table below, and (b) all Series F Existing Entity Preferred Units held by
the Existing Holders shall be cancelled and the IMEX Note shall
be cancelled without any further action on the part of any Existing Holder. Shares of Common
Stock issued for the conversion of the IMPEX Debt shall be issued to IMPEXs affiliate, IMEX.
Name of Existing | ||||||||
Holder | Initial Allocation of Shares | |||||||
IMEX | 1,573,001 | |||||||
IFS | 363,636 | |||||||
Red Oak | 363,636 |
3. Adjustment for IPO Price. Section 8 of the Plan (Adjustment for IPO Price) is
hereby deleted in its entirety.
4. Adjustment for Conversion of Phantom Units. Notwithstanding anything in the Plan
to the contrary, immediately prior to the closing of the IPO but after the completion of the
Existing Holder Reorganizations, all Phantom Units of the Converting Entity held by the Phantom
Holders shall be automatically converted into the following shares of Common Stock of the Resulting
Entity without any further action on the part of any Phantom Holder, on the basis set forth in the
table below:
Name of Phantom Holder | Number of Shares | |||||||
Moulton | 18,000 | |||||||
Purdy | 9,000 |
5. Beneficial Ownership of Resulting Entity Prior to Effective Time. Notwithstanding
anything in the Plan to the contrary, if the Certificate of Conversion attached as Exhibit A to the
Plan (the Certificate of Conversion) is filed with the Florida Secretary of State prior
to the Effective Time, during the period after the filing of the Certificate of Conversion but
before the Effective Time, the Existing Holders shall continue to be shareholders of the Resulting
Entity with ownership interests in the Resulting Entity equal to their pro rata ownership interests
in the Converting Entity immediately prior to the filing of the Certificate of Conversion. If the
Effective Time does not occur prior to prior to March 31, 2011, the Resulting Entity shall issue
shares of Common Stock to such Existing Holders in accordance with such pro rata ownership
interests.
6. Articles of Incorporation. Section 4(b) of the Plan is hereby amended in its
entirety to read Articles of Incorporation in the form attached as Exhibit B hereto shall
be duly executed and filed with the Secretary of State of Florida.
7. Continuing Effect of Agreement. Except as expressly modified herein, the terms and
provisions of the Plan shall remain unchanged and in full force and effect. All references to the
Plan contained in any other document or agreement shall be deemed to refer to the Agreement.
8. Counterparts. This Amendment may be executed in counterparts each of which shall
be original and together shall constitute one in the same instrument.
9. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.
2
[Signatures appear on the following page.]
3
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to Plan of Conversion to
be executed as of the date first written above.
CONVERTING ENTITY: | ||||||
IMPERIAL HOLDINGS, LLC | ||||||
Red Oak Finance, LLC, its Member | ||||||
By: | /s/ Jonathan Neuman
|
|||||
Name: Jonathan Neuman | ||||||
Title: Manager | ||||||
MANAGERS: |
RED OAK FINANCE, LLC, | ||||||
Manager | ||||||
By: | /s/ Jonathan Neuman | |||||
Jonathan Neuman | ||||||
President | ||||||
IMEX SETTLEMENT CORPORATION, | ||||||
Manager | ||||||
By: | /s/ Antony Mitchell | |||||
Antony Mitchell | ||||||
President | ||||||
IFS HOLDINGS, INC., | ||||||
Manager | ||||||
By: | /s/ Antony Mitchell | |||||
Antony Mitchell | ||||||
President |
[Signature Page to First Amendment to Plan of Conversion]
EXISTING HOLDERS:
RED OAK FINANCE, LLC, Member |
||||
By: | /s/ Jonathan Neuman | |||
Jonathan Neuman | ||||
President | ||||
IMEX SETTLEMENT CORPORATION, Member |
||||
By: | /s/ Antony Mitchell | |||
Antony Mitchell | ||||
President | ||||
IFS HOLDINGS, INC., Member |
||||
By: | /s/ Antony Mitchell | |||
Antony Mitchell | ||||
President | ||||
[Signature Page to First Amendment to Plan of Conversion]
ADDITIONAL PARTIES: | ||||||
PINE TRADING, LTD. | ||||||
By: | /s/ Edgardo E. Diaz
|
|||||
Name: Edgardo E. Diaz | ||||||
Its: Director | ||||||
By: | /s/ Maria Vallarino A.
|
|||||
Name: Maria Vallarino A. | ||||||
Its: Director | ||||||
/s/ James Purdy | ||||||
JAMES PURDY | ||||||
/s/ Jonathan Moulton | ||||||
JONATHAN MOULTON |
[Signature Page to First Amendment to Plan of Conversion]
ADDITIONAL PARTIES: | ||||||
IMPEX ENTERPRISES, LTD. | ||||||
By its sole Director, Casanova Holdings Inc. | ||||||
By: | /s/ Gilbert A. Ward
|
|||||
Name: Gilbert A. Ward | ||||||
Its: Director of Dinber Management, Inc., | ||||||
President of Casanova Holdings Inc. |
[Signature Page to First Amendment to Plan of Conversion]