REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2009 • Amacore Group, Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT made this 31st day of December, 2008 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.
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF THE AMACORE GROUP, INC. Expires December 31, 2013Amacore Group, Inc. • January 7th, 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 Twenty-Eight Million One Hundred Twenty-Five Thousand (28,125,000) 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 and Exchange Agreement dated as of December 31_, 2008 (the “Purchase Agreement”) by and among the Issuer and the purchaser(s) listed therein. Capitalized terms
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”).
SECURITIES PURCHASE AND EXCHANGE AGREEMENT By and Between THE AMACORE GROUP, INC. and VICIS CAPITAL MASTER FUND December 31, 2008Securities Purchase and Exchange Agreement • January 7th, 2009 • Amacore Group, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”), effective as of this 31st day of December, 2008, 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.
