SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No.    )*

Emergent Capital, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 per Share

(Title of Class of Securities)

29102N105

(CUSIP Number)

Eric LeGoff

President & COO

Evermore Global Advisors, LLC

89 Summit Avenue

Summit, NJ 07901

908-378-2880

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 26, 2017

(Date of Event Which Requires Filing of the Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

This information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 29102N105 Page 2 of 8 Pages

1.	NAME OF REPORTING PERSONS Evermore Global Advisors, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 37,500,000
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 37,500,000
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,500,0001
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.2%2
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

¹ Excludes 9,750,000 shares of common stock of Emergent Capital, Inc. (the “Issuer”) that may be acquired upon the exercise of warrants that vest and become exercisable as set forth therein.

² Based on 143,413,844 shares of common stock of the Issuer outstanding as of July 28, 2017.

CUSIP NO. 29102N105 Page 3 of 8 Pages

1.	NAME OF REPORTING PERSONS Evermore Global Value Fund, a series of Evermore Funds Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 01
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 01
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,710,00002
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%3
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV

¹ The Reporting Person has delegated all authority to vote and dispose of shares of common stock of the Issuer owned by it to Evermore Global Advisors, LLC (“Evermore”), but has the right to rescind the authority granted to Evermore upon proper notice.

² Excludes 4,344,786 shares of common stock of the Issuer that may be acquired upon the exercise of warrants that vest and become exercisable as set forth therein.

³ Based on 143,413,844 shares of common stock of the Issuer outstanding as of July 28, 2017.

CUSIP NO. 29102N105 Page 4 of 8 Pages

1.	NAME OF REPORTING PERSONS Sirius International Insurance Corporation (publ)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Stockholm, Sweden
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 01
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 01
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,815,0002
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%3
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IC

¹ The Reporting Person has delegated all authority to vote and dispose of shares of common stock of the Issuer owned by it to Evermore, but has the right to rescind the authority granted to Evermore upon proper notice.

² Excludes 3,592,178 shares of common stock of the Issuer that may be acquired upon the exercise of warrants that vest and become exercisable as set forth therein.

³ Based on 143,413,844 shares of common stock of the Issuer outstanding as of July 28, 2017.

CUSIP NO. 29102N105 Page 5 of 8 Pages

ITEM 1. SECURITY AND ISSUER.

The class of equity security to which this joint statement on Schedule 13D relates is the common stock (the “Securities”) of Emergent Capital, Inc., a Florida corporation (the “Issuer”). The Issuer has its principal executive offices located at 5355 Town Center Road, Boca Raton, Florida 33486.

ITEM 2. IDENTITY AND BACKGROUND.

This joint statement on Schedule 13D is being filed by Evermore Global Advisors, LLC (“Evermore”), the Evermore Global Value Fund, a series of Evermore Funds Trust (“EGVF”) and Sirius International Insurance Corporation (publ) (“Sirius” and, together with Evermore and EGVF, collectively, the “Reporting Persons”). Further information regarding each of the Reporting Persons is set forth below.

(a) – (c)

1. Evermore, a Delaware limited liability company, is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940. Evermore serves as investment adviser to various clients, including a registered investment company and institutional separate account clients. Evermore also serves as a sub-advisor to another registered investment company. The address of Evermore’s principal office is 89 Summit Avenue, Summit, New Jersey 07901. The Securities of the Issuer reported in Item 5 herein were acquired on behalf of the investment advisory clients of Evermore, including EGVF and Sirius, under authority granted to Evermore. None of the Securities are owned by or on behalf of Evermore or by any of its directors or officers, or any trustees or officers of EGVF or Sirius. Evermore disclaims beneficial interest in any of the Securities reported herein except to the 11,185,000 shares owned by Sirius in which Evermore has a pecuniary interest.

Current information concerning the identity and background of each of Evermore’s directors and executive officers is set forth in Annex A, which is incorporated herein by reference in response to this Item.

2. EGVF, a Massachusetts business trust, is a series of Evermore Funds Trust and an investment company registered with the SEC under the Investment Company Act of 1940. EGVF’s principal office address is 89 Summit Avenue, Summit, New Jersey 07901.

Current information concerning the identity and background of each of EGVF’s trustees and executive officers is set forth in Annex A.

3. Sirius, a (re)insurance company organized under the laws of Sweden, is the largest reinsurance company in Scandinavia. Sirius is regulated by the Swedish Financial Supervisory Authority. Its principal office address is Birger Jarlsgatan 57B SE - 113 96 Stockholm, Sweden.

Current information concerning the identity and background of each of Sirius’ directors and executive officers is set forth in Annex A.

(d) and (e)

During the last five years, no Reporting Person nor, to the knowledge of the Reporting Persons, any of the persons set forth on Annex A attached hereto, has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The respective investment advisory clients of Evermore used approximately $7,500,000 in the aggregate to purchase the Securities reported in this filing. All assets used to purchase Securities were assets of these respective clients and none were assets of Evermore. In addition, none of the cash used to purchase the Securities was provided through borrowings of any nature.

CUSIP NO. 29102N105 Page 6 of 8 Pages

ITEM 4. PURPOSE OF TRANSACTION.

On July 26, 2017, Evermore entered into a Securities Acquisition Agreement with PJC Investments, LLC (“PJC”), whereby PJC, pursuant to its authority under certain Master Transaction Agreements by and among the Issuer, PJC and consenting convertible note holders in connection with a recapitalization of the Issuer (the “Recapitalization”), agreed to designate investment advisory clients of Evermore as investor parties to certain operative agreements entered into to issue securities and to effect such Recapitalization, and Evermore agreed to cause its investment advisory clients to purchase securities of the Issuer upon the closing of the Recapitalization.

Accordingly, on July 28, 2017, the Recapitalization transaction closed (the “Closing”) and the Issuer issued and sold shares of common stock to certain investors, including the Securities to the investment advisory clients of Evermore as described herein. A copy of the common stock purchase agreement was filed with the SEC on August 1, 2017 as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K and is incorporated herein by reference.

Additionally, the Issuer issued to certain investors common stock purchase warrants (the “Warrants”) to purchase shares of the Issuer’s common stock at an exercise price of $0.20 per share. Investment advisory clients of Evermore acquired Warrants to purchase 9,750,000 shares of the Issuer, with EGVF acquiring Warrants to purchase 4,344,786 shares and Sirius acquiring Warrants to purchase 3,592,178 shares. The Warrants are subject to certain vesting provisions before they become exercisable and the number of shares issuable upon exercise of the Warrants is subject to anti-dilution adjustment provisions. A copy of the form of Warrant was filed with the SEC on August 1, 2017 as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to a registration rights agreement (the “Registration Rights Agreement”) entered into as of the Closing, the Issuer is required to prepare and file with the SEC a registration statement registering the resale of, among other things, the shares of common stock of the Issuer issued at the Closing, the shares of common stock into which the Warrants may be exercised and shares of common stock into which the Issuer’s convertible notes may be converted. The Registration Rights Agreement also gives the holder parties thereto, including the Evermore investment advisory clients that acquired Securities, certain demand registration and piggyback registration rights and provides that the Issuer is obligated to pay expenses of registration. A copy of the Registration Rights Agreement was filed with the SEC on August 1, 2017 as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K and is incorporated herein by reference.

For a more detailed discussion of the Recapitalization, see the Issuer’s Current Report on Form 8-K filed with the SEC on August 1, 2017.

Concurrent with the Closing, five members of the Issuer’s board of directors resigned from their positions and the Issuer appointed five new directors, each of whom was designated by various investor parties in the Recapitalization. Pursuant to a Board Rights Agreement dated July 28, 2017 between Evermore and the Issuer (the “Board Rights Agreement”), for so long as Evermore or its affiliates own at least 25% of the number of shares of common stock acquired by the investment advisory clients of Evermore at the Closing, Evermore will have the right to designate one director to serve on the board of directors of the Issuer. Pursuant to the Board Rights Agreement, no Evermore designated director will receive compensation from the Issuer for his or her service on the board, provided, however, such director will be entitled to reimbursement for all reasonable and documented out-of-pocket expenses incurred in connection with such director’s participation in the meetings of the board or any of its committees. As of the Closing, Evermore’s designated director is Matthew Epstein, who is a senior analyst for Evermore. A copy of the Board Rights Agreement was filed with the SEC on August 1, 2017 as Exhibit 10.4 to the Issuer’s Current Report on Form 8-K and is incorporated herein by reference.

Other than as described above, none of the Reporting Persons, or to the knowledge of the Reporting Persons, any other person set forth in Annex A hereto, currently has any plan or proposal that relates to, or may result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D (although they reserve the right to develop such plans).

CUSIP NO. 29102N105 Page 7 of 8 Pages

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 37,500,000 shares of the common stock of the Issuer, constituting approximately 26.2% of the Issuer’s 143,413,844 shares outstanding as of July 28, 2017. Evermore beneficially owns 37,500,000 shares of the Issuer’s common stock. EGVF beneficially owns 16,710,000 shares, Sirius beneficially owns 13,815,000 shares, and another advisory client of Evermore (which is not required to be a reporting person for purposes of this Schedule 13D) beneficially owns 6,975,000 shares.

(b) Evermore has the sole power to dispose of or to direct the disposition, as well as the sole power to vote or direct the voting, of the Securities held for the discretionary accounts of its advisory clients. EGVF and Sirius have delegated all authority to vote and dispose of shares of common stock of the Issuer owned by them to Evermore pursuant to investment advisory agreements, but have the right to terminate such agreements and rescind such authority without penalty upon proper notice.

(c) As further described in Item 4 above, during the past 60 days, the Reporting Persons effected the following transactions:

Reporting Person	Date	Security	Amount of Shares Bought/(Sold)	Approximate Price Per Share
Evermore	7/28/17	Common Stock	37,500,000	$0.20
EGVF	7/28/17	Common Stock	16,710,000	$0.20
Sirius	7/28/17	Common Stock	13,815,000	$0.20

(d) The investment advisory clients of Evermore have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Evermore has an indirect pecuniary interest with respect to 11,185,000 shares of the Securities reported herein.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

See Item 4 above for a description of the obligations the Issuer will have to file registration statements and to appoint Evermore’s designee to its board of directors. The Issuer has also agreed to reimburse Evermore for its legal fees related to the acquisition of Securities, including related to the filing of this Schedule 13D, up to a maximum of $50,000.

Effective as of July 28, 2017 Evermore, EGVF and Sirius entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the Securities of the Issuer.

CUSIP NO. 29102N105 Page 8 of 8 Pages

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 99.1	Joint Filing Agreement, dated July 28, 2017
Exhibit 99.2	Securities Acquisition Agreement, dated as of July 26, 2017
Exhibit 99.3	Common Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on August 1, 2017)
Exhibit 99.4	Form of Warrant (incorporated by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on August 1, 2017)
Exhibit 99.5	Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed with the SEC on August 1, 2017)
Exhibit 99.6	Board Rights Agreement (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K filed with the SEC on August 1, 2017)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  August 4, 2017
Evermore Global Advisors, LLC
	By:	/s/ Eric LeGoff
		Eric LeGoff
		President & COO
EVERMORE GLOBAL VALUE FUND
	By:	/s/ Eric LeGoff
		Eric LeGoff
		CEO
SIRIUS INTERNATIONAL INSURANCE CORPORATION (PUBL)
	By:	/s/ Lars Ek
		Lars Ek
		EVP & COO
	By:	/s/ Lars Andersson
		Lars Andersson
		SVP & CFO

Annex A

Information with Respect to Executive Officers and Directors of the Reporting Persons

The name and principal occupation of each of the directors and executive officers of Evermore Global Advisors, LLC (“Evermore”) are listed below. Matthew Epstein, a Senior Research Analyst at Evermore, may also be deemed a control person of Evermore. The business address of Mr. Epstein and each person listed below is 89 Summit Avenue, Summit, NJ 07901. Mr. Epstein and each individual identified below is a citizen of the United States.

Executive Officers:

Name	Principal Occupation
David E. Marcus	Chief Executive Officer
Eric J. LeGoff	President, Chief Operating Officer
Bartholomew C. Tesoriero	Chief Financial Officer
Jay Haas	Chief Compliance Officer

Directors:

Name	Principal Occupation
David E. Marcus	Chief Executive Officer of Evermore
Eric J. LeGoff	President and Chief Operating Officer of Evermore
Stephen Apkon	Filmmaker, Reconsider
Patrick J. Gallagher	Senior Managing Director, Laidlaw Capital Markets
Henry L. Guy	Chief Executive Officer, Modern Holdings Inc.
Robert L. Lerner	Manager, RLL Holdings, LLC

The name and principal occupation of each of the trustees and executive officers of Evermore Global Value Fund, a series of Evermore Funds Trust (“EGVF”) are listed below. The business address of each person listed below is 89 Summit Avenue, Summit, NJ 07901. Each individual identified below is a citizen of the United States.

Executive Officers:

Name	Principal Occupation
David E. Marcus	President
Eric J. LeGoff	Chief Executive Officer
Bartholomew C. Tesoriero	Chief Financial Officer
Jay Haas	Chief Compliance Officer

Trustees:

Name	Principal Occupation
Eric J. LeGoff	Chief Executive Officer of EGVF
Stephen J. Balog	Member, Camrig, LLC and Rocky Mountain Western, LLC
Eugene Bebout III	Chief Financial Officer and Chief Operating Officer, Herbert L. Jamison & Co., LLC
Nathan Gantcher	Managing Member, EXOP Capital LLC
Julie Keenan	Managing Member, EMB Enterprises, LLC

The name and principal occupation of each of the directors and executive officers of Sirius International Insurance Corporation (publ) (“Sirius”) are listed below. Unless otherwise specified, the business address of each person listed below is Birger Jarlsgatan 57B SE - 113 96 Stockholm, Sweden. Each individual identified below is a citizen of the Sweden, other than Messrs. Waters and Davis, who are both U.S. citizens.

Executive Officers:

Name	Principal Occupation
Monica Cramér Manhem	President and Chief Executive Officer
Jan Onselius	Executive Vice President and Chief Underwriting Officer
Lars Ek	Executive Vice President and Chief Operating Officer
Lars Andersson	Senior Vice President and Chief Financial Officer
Anders Henriksson	Executive Vice President
Lena Kjellenberg Heynes	Senior Vice President and General Counsel
Ingela Schön	Senior Vice President – Human Resources

Directors:

Name	Principal Occupation
Allan Waters	President and Chief Executive Officer of Sirius International Insurance Group, Ltd.
	14 Wesley Street
	5th Floor
	Hamilton HM11 Bermuda
Jeffrey Davis	Executive Vice President & Chief Actuary of Sirius International Insurance Group, Ltd.
	14 Wesley Street
	5th Floor
	Hamilton HM11 Bermuda
Monica Cramér Manhem	President and Chief Executive Officer of Sirius
Lars Ek	Executive Vice President and Chief Operating Officer of Sirius
Jan Onselius	Executive Vice President and Chief Underwriting Officer of Sirius

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $0.01 par value, of Emergent Capital, Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.

Dated:  July 28, 2017
Evermore Global Advisors, LLC
	By:	/s/ Eric LeGoff
		Eric LeGoff
		President & COO
EVERMORE GLOBAL VALUE FUND
	By:	/s/ Eric LeGoff
		Eric LeGoff
		CEO
SIRIUS INTERNATIONAL INSURANCE CORPORATION (PUBL)
	By:	/s/ Lars Ek
		Lars Ek
		EVP & COO
	By:	/s/ Lars Andersson
		Lars Andersson
		SVP & CFO

EX-99.2

Exhibit 99.2

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 $21,000,000 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 37,500,000 Shares, for a purchase price of $0.20 per share or an aggregate purchase price of $7,500,000, 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 9,750,000 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).

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 and to which the Evermore Affiliates will be parties, 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:

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

(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 (10^th) 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