0001188112-06-001276 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 2nd, 2006 • Amacore Group, Inc. • Services-business services, nec • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of April 24, 2006, by and between Amacore Group, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 1511 N. Westshore Blvd., Suite 925, Tampa, FL 33607 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • May 2nd, 2006 • Amacore Group, Inc. • Services-business services, nec • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of April 24, 2006 by and between Amacore Group, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

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