EXHIBIT 4.5 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 15th day of October, 2004 between EYE CARE INTERNATIONAL INC., a Delaware corporation (the "Company") and Eric P. Littman ("Consultant"). WHEREAS, the Company desires...Consulting Agreement • October 19th, 2004 • Eye Care International Inc • Services-business services, nec • Florida
Exhibit 10.10 1stinhealth.com(TM).Inc. AGREEMENT FOR SERVICES ---------------------- THIS AGREEMENT is made as of the __ day of September 1999, by and between 1stinhealth.com(TM).Inc. a New Jersey Corporation ("1/st/"), and Eye Care International,...Agreement • June 5th, 2002 • Eye Care International Inc • Services-offices & clinics of doctors of medicine • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2006 • Amacore Group, Inc. • Services-business services, nec • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of April 24, 2006, by and between Amacore Group, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 1511 N. Westshore Blvd., Suite 925, Tampa, FL 33607 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).
INVESTMENT AGREEMENTInvestment Agreement • May 2nd, 2006 • Amacore Group, Inc. • Services-business services, nec • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of April 24, 2006 by and between Amacore Group, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").
April 3, 2001 Mr. Clark A. Marcus, President Eye Care International, Inc. 1511 North Westshore Boulevard Suite 925 Tampa, FL 33607 Dear Mr. Marcus: This letter will confirm that we have agreed, subject as set forth below, to act as your authorized...Eye Care International Inc • November 7th, 2001 • Services-offices & clinics of doctors of medicine
EXHIBIT 10.5 NATIONAL VISION SERVICES, INC. (a subsidiary of Eye Care International, Inc.) PROVIDER AGREEMENT THIS AGREEMENT is made the _____ day of ______________________, 20__, by and between ___________________________________________________,...1 • February 1st, 2001 • Eye Care International Inc • Services-offices & clinics of doctors of medicine • Florida
SECURITIES PURCHASE AGREEMENT By and Between THE AMACORE GROUP, INC. and VICIS CAPITAL MASTER FUND June 2, 2011Securities Purchase Agreement • June 8th, 2011 • Amacore Group, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 2, 2011, is made by and between THE AMACORE GROUP, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2011 • Amacore Group, Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT made this 2nd day of June, 2011 by and between The Amacore Group, Inc., a Delaware corporation (the “Company”), and Vicis Capital Master Fund, a trust formed under the laws of the Cayman Islands (the “Holder”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
PART IProvider Agreement • February 1st, 2001 • Eye Care International Inc • Services-offices & clinics of doctors of medicine • Florida
SECURITIES PURCHASE AGREEMENT By and Between THE AMACORE GROUP, INC. and VICIS CAPITAL MASTER FUNDSecurities Purchase Agreement • November 18th, 2009 • Amacore Group, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), effective as of November 13, 2009, is made by and between THE AMACORE GROUP, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 8th, 2011 • Amacore Group, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made as of June 2, 2011 by and between The Amacore Group, Inc., a Delaware corporation (“Debtor”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands, and amends and restates that certain Security Agreement between Debtor and Vicis dated August 16, 2010 (the “August Security Agreement”).
SECURITIES PURCHASE AGREEMENT (CONVERTIBLE DEBENTURES)Securities Purchase Agreement • August 3rd, 2005 • Amacore Group, Inc. • Services-business services, nec • New York
With your consent, we have assumed that certificates of public officials dated earlier than the date of this opinion remain accurate from such earlier date through and including the date of this letter. As to matters of fact, we have relied on the representations and warranties made by the parties in the Transaction Documents and on certificates of public officials and the Secretary's Certificate and Officer's Certificate. We have made no independent investigation of the accuracy or completeness of such matters of fact.
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF THE AMACORE GROUP, INC. Expires December 31, 2014Amacore Group, Inc. • November 18th, 2009 • Services-business services, nec • New York
FOR VALUE RECEIVED, the undersigned, The Amacore Group, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), hereby certifies that Vicis Capital Master Fund or its registered assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to Sixty-Seven Million Five Hundred Thousand (67,500,000) shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Class A Common Stock of the Issuer, par value $.001 per share (the “Class A Common Stock”), at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. This Warrant has been executed and delivered pursuant to the Securities Purchase Agreement dated as of November 13, 2009 (the “Purchase Agreement”) by and among the Issuer and the purchaser(s) listed therein. Capitalized terms used and not otherwise def
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2005 • Eye Care International Inc • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 28, 2005 (this "Agreement"), is made by and between EYE CARE INTERNATIONAL, INC., a Delaware corporation, with headquarters located at 1511 North Westshore Boulevard, Suite 925 (the “Company”), and each entity named on the signature page hereto as “Investors” (each, an “Investor”).
EMPLOYMENT AGREEMENT AGREEMENT made as of the 20th day of September , 1993 and between Clark A. Marcus, an individual residing in Clearwater, Florida (hereinafter referred to as "Executive") and EYE CARE INTERNATIONAL, INC., a Florida corporation with...Employment Agreement • November 1st, 1999 • Eye Care International Inc • Florida
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF THE AMACORE GROUP, INC. Expires September 30, 2013Securities Purchase Agreement • October 6th, 2008 • Amacore Group, Inc. • Services-business services, nec • New York
FOR VALUE RECEIVED, the undersigned, The Amacore Group, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), hereby certifies that Vicis Capital Master Fund or its registered assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to Forty-Five Million (45,000,000) shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Class A Common Stock of the Issuer, par value $.001 per share (the “Class A Common Stock”), at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. This Warrant has been executed and delivered pursuant to the Securities Purchase Agreement dated as of September 30, 2008 (the “Purchase Agreement”) by and among the Issuer and the purchaser(s) listed therein. Capitalized terms used and not otherwise defined herein shall have
August 25, 2008 Jerry Katzman, M.D.Amacore Group, Inc. • September 2nd, 2008 • Services-business services, nec
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • Amacore Group, Inc. • Services-business services, nec • Florida
AGREEMENT made as of the 25th day of May, 2007, by and between Jerry Katzman, MD, an individual residing in Ft. Lauderdale, FL (hereinafter referred to as "Executive") and THE AMACORE GROUP, INC., a Delaware corporation with offices in Tampa, Florida (hereinafter called the "Company").
PREFERRED STOCK PURCHASE AGREEMENT By and Between THE AMACORE GROUP, INC. and VICIS CAPITAL MASTER FUND March 10, 2008Preferred Stock Purchase Agreement • May 20th, 2008 • Amacore Group, Inc. • Services-business services, nec • New York
This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated this 10th day of March, 2008, is made by and between THE AMACORE GROUP, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • Amacore Group, Inc. • Services-business services, nec • Florida
AGREEMENT made as of the 13 day of June, 2008, by and among Scott Smith, an individual residing in Dallas, Texas (hereinafter referred to as "Executive”) and THE AMACORE GROUP, INC., a Delaware corporation with offices in Tampa, Florida (hereinafter referred to as "AGI").
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 5th, 2009 • Amacore Group, Inc. • Services-business services, nec • New York
THIS SHARE EXCHANGE AGREEMENT, dated as of July 30, 2009 (this “ Agreement ”), is made and entered into by and among ZURVITA, INC. , a company existing under the laws of Delaware ( “Zurvita” ); RED SUN MINING, INC., a Delaware corporation (the “Company” ); Matthew Taylor, the Company’s principal shareholder (the “Company Principal Shareholder”) and THE AMACORE GROUP, INC., the holder of 100% the issued and outstanding securities of Zurvita (“Amacore” ). Certain capitalized terms used in this Agreement are defined in Exhibit B attached hereto and incorporated herein by reference.
MARKETING AND SALES AGREEMENTMarketing and Sales Agreement • August 5th, 2009 • Amacore Group, Inc. • Services-business services, nec • New York
This AGREEMENT is made and entered into this 30 day of July, 2009 by and between The Amacore Group, Inc. a Delaware Corporation, with offices at 450 N Keller Rd, Maitland, Florida 32751 (“Amacore”) and Zurvita, Inc., a Delaware Corporation, with offices at 800 Gessner Rd, Suite 110, Houston, Texas, 77024 (“Zurvita”).
RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • Amacore Group, Inc. • Services-business services, nec • Florida
AGREEMENT made as of the 15th day of January, 2007 and between Guy Norberg, an individual residing in Orlando, FL (hereinafter referred to as "Executive") and THE AMACORE GROUP, INC., a Delaware corporation with offices in Tampa, Florida (hereinafter called the "Company").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 19th, 2007 • Amacore Group, Inc. • Services-business services, nec • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 1st, 2007, by and among The Amacore Group, Inc., a Delaware corporation (“AGI” or the “Buyer”), JRM Benefits Consultants, LLC (the “Company”) and the stockholders of the Company listed on the signature page hereto (collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG THE AMACORE GROUP, INC., LBS ACQUISITION CORP., AND LIFEGUARD BENEFIT SERVICES, INC. Dated as of October 5, 2007Agreement and Plan of Merger • November 19th, 2007 • Amacore Group, Inc. • Services-business services, nec • Florida
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5th, 2007 is among (i) The Amacore Group, Inc., a Delaware corporation (“Parent”), (ii) LBS Acquisition Corp., a Texas corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), (iii) LifeGuard Benefit Services, Inc., a Texas corporation (the “Company”), and (iv) the shareholders of the Company who execute a joinder agreement hereto.
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2009 • Amacore Group, Inc. • Services-business services, nec • Florida
This CONSULTING AGREEMENT (this “Agreement”) is made effective as of the 25th day of August, 2008 (the “Effective Date”), by and between The Amacore Group, Inc., a Delaware Corporation (the “Company”), and Jerry Katzman, an individual resident of the state of Florida (the “Consultant”).
SECURITIES PURCHASE AGREEMENT (CONVERTIBLE DEBENTURES)Securities Purchase Agreement • March 31st, 2005 • Eye Care International Inc • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2005, is entered into by and among Eye Care International, Inc., a Delaware corporation (the “Company”), having its address at 1511 North Westshore Boulevard, Suite 925, Tampa, Florida 33607, and each entity named on the signature page hereto as a buyer and the permitted assigns of such entity (each, a “Buyer”) (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer under this Agreement and the Transaction Documents (as defined below)).
Exhibit 10.1 EMPLOYMENT AGREEMENT AGREEMENT made as of the 15th day of June, 2004, by and between Scott Carson, an individual (hereinafter referred to as "Executive") and EYE CARE INTERNATIONAL, INC., a Delaware corporation with offices in Tampa,...Employment Agreement • October 18th, 2004 • Eye Care International Inc • Services-business services, nec • Florida
FIRST AMENDMENT TO STOCK PLEDGE AND ESCROW AGREEMENTStock Pledge and Escrow Agreement • June 8th, 2011 • Amacore Group, Inc. • Services-business services, nec • New York
This FIRST AMENDMENT TO STOCK PLEDGE AND ESCROW AGREEMENT (this “Amendment”), dated as of June 2, 2011, amends that certain Stock Pledge and Escrow Agreement (the “Pledge Agreement”) dated as of August 16, 2010, between The Amacore Group, Inc., a Delaware corporation (“Pledgor”), and Vicis Capital Master Fund, a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands (the “Vicis”), and Quarles & Brady LLP, as escrow agent (“Escrow Agent”). Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to them in the Pledge Agreement.
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec • New York
THIS GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is made as of August 16, 2010 by and between each of the undersigned (each a “Debtor” and collectively, the “Debtors”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2009 • Amacore Group, Inc. • Services-business services, nec • Florida
This CONSULTING AGREEMENT (this "Agreement") is made effective as of the 25th day of August, 2008 (the "Effective Date"), by and between The Amacore Group, Inc., a Delaware Corporation (the "Company"), and Giuseppe Crisafi, an individual resident living in London, United Kingdom (the "Consultant").
EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2009 • Amacore Group, Inc. • Services-business services, nec • Florida
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the “Agreement”) made as of the Effective Date indicated below, by and among Howard Knaster, an individual whose address is 2321 Deer Creek Trail, Deerfield Beach, Florida 33442 (hereinafter referred to as "Executive"); US Health Benefits Group, Inc., a Florida corporation whose address is 555 SW 12th Avenue, Suite 107 & 120, Pompano Beach, FL 33076 (“USHBG”), US Healthcare Plans, Inc. (“USHCP”), On The Phone, Inc. (“OTP”) (USHBG, USHCP and OTP are hereinafter collectively referred to as the “Company”) (hereinafter referred to as the “Company”) and The Amacore Group, Inc., a Delaware corporation whose address is 195 International Parkway, Suite 101, Lake Mary, FL 32746 (hereinafter referred to as "AGI").
Amendment No. 1 to Securities Purchase AGREEMENTSecurities Purchase Agreement • February 15th, 2012 • Amacore Group, Inc. • Services-business services, nec
This Amendment No. 1, dated as of February 9, 2012 (this “Amendment”) amends that certain SECURITIES PURCHASE AGREEMENT, dated as of June 2, 2011 (as amended hereby, the “Securities Purchase Agreement”), by and among THE AMACORE GROUP, INC. (the “Company”), VICIS CAPITAL MASTER FUND (the “Purchaser”), and each of the undersigned Guarantors (each a “Guarantor” and collectively, the “Guarantors”).
FIRST AMENDMENT TORegistration Rights Agreements • January 7th, 2009 • Amacore Group, Inc. • Services-business services, nec • New York
This First Amendment to Registration Rights Agreements (this “Amendment”), dated as of December 31, 2008 but effective as of December 21, 2007, amends those certain Registration Rights Agreements, dated on or about July 11, 2006, November 30, 3006, January 30, 2007, April 1, 2007, March 28, 2007, and October 15, 2007 (collectively, the Registration Rights Agreements), by and between THE AMACORE GROUP, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”).
GUARANTY AGREEMENTGuaranty Agreement • August 18th, 2010 • Amacore Group, Inc. • Services-business services, nec • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of August 16, 2010 by and between each of the undersigned (each a “Guarantor” and collectively, the “Guarantors”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
