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”).
SECOND AMENDMENT TO STOCK PLEDGE AND ESCROW AGREEMENTStock Pledge and Escrow Agreement • February 15th, 2012 • Amacore Group, Inc. • Services-business services, nec • New York
This SECOND AMENDMENT TO STOCK PLEDGE AND ESCROW AGREEMENT (this “Second Amendment”), dated as of February 9, 2012 amends that certain Stock Pledge and Escrow 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”) (as amended by that certain First Amendment between the Company, the Purchaser, and the Escrow Agent effective as of June 2, 2011, and as from time to time hereafter amended, the “Pledge Agreement”). Capitalized terms used in this Second Amendment without definition shall have the respective meanings ascribed to them in the Pledge Agreement.
SECOND AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • February 15th, 2012 • Amacore Group, Inc. • Services-business services, nec • New York
This SECOND AMENDMENT TO ESCROW AGREEMENT (this “Second Amendment”), dated as of February 9, 2012, amends that certain 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”) (as amended by that certain First Amendment to Escrow Agreement among the Company, the Purchaser, and the Escrow Agent effective as of June 2, 2011, and as from time to time hereafter amended, the “Escrow Agreement”). Capitalized terms used in this Second Amendment without definition shall have the respective meanings ascribed to them in the Escrow Agreement.
