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.
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”).
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.
AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • June 8th, 2011 • Amacore Group, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is made as of June 2, 2011 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, and amends and restates that certain Guarantor Security Agreement between each Debtor (except for TeleProtect 800, LLC, which was formed after the date thereof) and Vicis dated August 16, 2010 (the “August Security Agreement”).
FIRST AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • June 8th, 2011 • Amacore Group, Inc. • Services-business services, nec • New York
This FIRST AMENDMENT TO ESCROW AGREEMENT (this “Amendment”), dated as of June 2, 2011, amends that certain Escrow Agreement (the “Escrow Agreement”) dated as of August 16, 2010, between The Amacore Group, Inc., a Delaware corporation (the “Company”), and Vicis Capital Master Fund, a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands (the “Purchaser”), 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 Escrow Agreement.
WAIVER OF ANTI-DILUTION RIGHTSWaiver of Anti-Dilution Rights • June 8th, 2011 • Amacore Group, Inc. • Services-business services, nec
This WAIVER OF ANTI-DILUTION RIGHTS (“Waiver”) is entered into as of this 2nd day of June, 2011 by and among The Amacore Group, Inc., a Delaware corporation (the “Company”) and Vicis Capital Master Fund, a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands (“Vicis”).
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • June 8th, 2011 • Amacore Group, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of June 2, 2011 by and among 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 and amends and restates that certain Guaranty Agreement by and among each Guarantor (except for TeleProtect 800, LLC, which was formed after the date thereof) and Vicis dated August 16, 2010.
