ADDENDUM TO STOCK PURCHASE AGREEMENT DATED MARCH 31, 2008 BY AND AMONG THE AMACORE GROUP, INC., AND US HEALTH BENEFITS GROUP, INC. US HEALTHCARE PLANS, INC. ON THE PHONE, INC. Dated as of April 3, 2008
Exhibit 2.2
ADDENDUM
TO STOCK PURCHASE AGREEMENT
DATED
MARCH 31, 2008
BY AND
AMONG
THE
AMACORE GROUP, INC.,
AND
US HEALTH
BENEFITS GROUP, INC.
US
HEALTHCARE PLANS, INC.
ON THE
PHONE, INC.
Dated as
of April 3, 2008
AGREEMENT AND PLAN OF
MERGER
This
ADDENDUM TO STOCK PURCHASE AGREEMENT DATED MARCH 31, 2008 (this “Addendum”), dated as
of April 1, 2008 is among (i) The Amacore Group, Inc., a Delaware corporation,
(ii) US Health Benefits Group, Inc., a Florida corporation, (iii) US Healthcare
Plans, Inc., a Florida corporation (iv) On The Phone, Inc. a Florida
corporation, and (v) Xxxxxx Xxxxxxx, the shareholder of US Health Benefits
Group, Inc, US Healthcare Plans, Inc and On the Phone, Inc.
WHEREAS,
this addendum will update specific clauses, words, omissions, deletions and
errors recognized after the execution of the STOCK PURCHASE AGREEMENT DATED
MARCH 31, 2008 (this “Agreement”);
WHEREAS,
it is the intention of the parties that the updates contained in this Addendum
will supersede and over ride the Agreement; and
NOW,
THEREFORE, intending to be legally bound hereby, the parties hereby agree as
follows:
A1 In
clause 1 - Definitions, the
following definition should be added:
“Agreed
Value” means $9,000,000.
A2 Clause
3.1, should be deleted in its entirety and replaced with the
following:
“3.1 Closing Deliveries of the
Buyer. At the Closing, the Buyer shall deliver to the Escrow
Agent the Stockholder’s certificates totaling one million eight-hundred thousand
(1,800,000) shares of AGI’s Class A Common Stock. In addition, the
Buyer shall deliver to the Stockholders the signed Escrow Agreement as referred
to in paragraph 7 below and such other documents, if any, as the parties may
deem to be necessary to carry out the intent of this Agreement. The
Stockholders acknowledge that said shares will be deemed “restricted” securities
under Rule 144. Unless otherwise directed by AGI, Stockholders agree
to establish a brokerage account through Mr. Xxx Xxxxxxx, a registered broker,
or through such other broker or brokerage company designated by
AGI. Further, Stockholders agree to sell such shares only through
such account. The Stockholders agree to limiting the amount of
Amacore shares sold into the market on any given day to an amount not to exceed
10% of Amacore’s trading volume on the date of Stockholder’s
sale. For example, if on a given day, Amacore trades 100 shares up to
Noon, no more than 10 shares may be sold by Stockholder; and if from Noon to
4:00 p.m., Amacore’s trading volume is an additional 200 shares, no more than an
additional 20 shares may be sold during the remainder of that trading
day. The Stockholders agree to not, either directly or indirectly,
engage or encourage others to engage in any “short selling” of Amacore
stock. This provision shall survive the termination, for any reason,
or expiration of this Agreement and be binding upon Stockholder’s permitted
donees or assignees provided, however, Stockholder’s shares shall be sold,
transferred, assigned or hypothecated by Stockholders without the express
written permission of the Amacore.”
1
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first
written above.
THE AMACORE GROUP,
INC.
By:______________________________
Name:
Title:
|
US
HEALTH BENEFITS GROUP, INC.
|
STOCKHOLDER
|
|
By:_____________________________
|
By:_____________________________
|
|
Name:
|
Xxxxxx
Xxxxxxx
|
|
Title:
|
|
|
US
HEALTHCARE PLANS, INC.
|
STOCKHOLDER
|
|
By:_____________________________
|
By:_____________________________
|
|
Name:
|
Xxxxxx
Xxxxxxx
|
|
Title
|
|
|
ON
THE PHONE, INC.
|
STOCKHOLDER
|
|
By:_____________________________
|
By:_____________________________
|
|
Name:
|
Xxxxxx
Xxxxxxx
|
|
Title:
|
Signature
Page To Addendum to Merger Agreement
