REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2008 • Amacore Group, Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT made this 30th day of September, 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.
SECURITIES PURCHASE AGREEMENT By and Between THE AMACORE GROUP, INC. and VICIS CAPITAL MASTER FUND September 30, 2008Securities Purchase Agreement • October 6th, 2008 • Amacore Group, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), effective as of this 30th day of September, 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.
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF THE AMACORE GROUP, INC. Expires October 6, 2013Amacore Group, Inc. • October 6th, 2008 • 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-Two Million Five Hundred Thousand (22,500,000) 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 October 6, 2008 (the “Purchase Agreement”) by and among the Issuer and the purchaser(s) listed therein. Capitalized terms used and not otherwise define
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
