Exhibit
2.3(c)
AMENDMENT TO STOCK PURCHASE
AGREEMENT
THIS AMENDMENT
TO STOCK PURCHASE AGREEMENT (hereinafter referred to as
the “Amendment”) is made as of the Effective Date
indicated below by and among The Amacore Group, Inc.
(“Buyer”), US Health Benefits Group, Inc.
(“USHBG”), US Healthcare Plans, Inc.
(“USHCP”), On The Phone, Inc. (“OTP”)
(USHBG, USHCP and OTP are hereinafter collectively referred to as
the “Company”) and Howard Knaster
(“Stockholder”) (Buyer, Company, and Stockholder are
hereinafter collectively referred to as the
“Parties”).
RECITALS
WHEREAS , on or about March 31, 2008, Buyer, Company and
Stockholder entered into a certain Stock Purchase Agreement
(“Original Agreement”);
WHEREAS , as of the date hereof, Buyer has paid to
Stockholder Two Million One Hundred Ninety One Thousand Six Hundred
Sixty Three and 75/100 Dollars ($2,191,663.75);
WHEREAS , The Parties hereto are mutually desirous of
amending Original Agreement as set forth herein.
NOW, THEREFORE,
the parties, intending to be legally bound hereby, for good and
valuable consideration, the receipt and sufficiency of which are
herby acknowledged, and in consideration of the mutual covenants
contained herein agree as follows:
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The above
recitals are true and correct and are incorporated herein by
reference.
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The definitions
of “Adjustment Date” and “Net Contribution”
in Section 1 of the Original Agreement are hereby deleted in their
entirety.
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Section 2 of
the Original Agreement is deleted in its entirety and replaced with
the following Section 2:
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“Section 2. Purchase and Sale of
Shares .
2.1.
Purchase Price : The value of one hundred percent (100%) of
the Shares is, for purposes of this Agreement, Four Million Three
Hundred Thirty One Thousand Six Hundred Sixty Three Dollars and
75/100 Dollars ($4,331,663.75) (hereinafter referred to as the
“Purchase Price”). The Purchase Price is payable as
follows:
(a)
Initial Cash: As of the date hereof, Buyer has paid
Stockholder the sum of Two Million One Hundred Ninety One Thousand Six
Hundred Sixty Three and 75/100 Dollars ($2,191,663.75)
(hereinafter referred to as the “Initial Payment”).
The Initial Payment shall constitute consideration under this
Agreement and reduce the Purchase Price by Two Million One
Hundred Ninety One Thousand Six Hundred Sixty Three and 75/100
Dollars ($2,191,663.75) ;
(b) Cash
At Amendment Closing: At the Amendment Closing (as defined in
Section 3 infra), the Buyer shall pay the Stockholder a sum of
Seven Hundred Thirty Seven Thousand Five Hundred and NO/100 Dollars
($737,500.00);
(c)
Initial Stock: At the Amendment Closing, the Buyer shall
deliver to the Stockholder, or cause to be delivered to the
Stockholder, One Million Eight-Hundred Thousand (1,800,000) shares
of the Buyer’s Class A common stock which, for purposes of
this Agreement is valued at $0.05 per share or Ninety Thousand and
NO/100 Dollars ($90,000.00). This shall constitute consideration
under this Agreement and reduce the Purchase Price by Ninety
Thousand and NO/100 Dollars ($90,000.00);
(d)
Promissory Note: At the Amendment Closing, the Buyer shall
execute a Promissory Note in favor of the Stockholder for One
Million Three Hundred Twelve Thousand Five Hundred Dollars and
00/100 ($1,312,500.00) with an interest rate of 3.25% per annum,
payable over a three (3) year period with such other terms and
conditions that are more particularly set forth in that certain
Promissory Note attached hereto as Exhibit 1 (hereinafter
referred to as the “Promissory Note”). The terms of the
Promissory Note are hereby incorporated into this Agreement. If any
conflict arises between the Promissory Note and this Agreement,
this Agreement shall take precedent over the Promissory Note and
govern any conflict.
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Section 3 of
the Original Agreement is deleted in its entirety and replaced with
the following Section 3:
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“Section 3. Closing . The closing
of the Amendment (hereinafter referred to as the “ Amendment
Closing”) shall be held on June 10, 2009 at 10:00 A.M. at the
offices of The Amacore Group, Inc., 485 N. Keller Rd.
Suite 450 Maitland, FL 32751.
3.1.
Closing Deliveries of Buyer . At the Amendment
Closing, Buyer shall deliver to Stockholder the
following:
(a)
Employment Agreement, duly executed by Buyer, a copy of which is
attached hereto as Exhibit 2 ;
(b)
Certificates issued in the name of Stockholder representing One
Million Eight Hundred Thousand (1,800,000) shares of Series A
common stock of Buyer
(c) A cash
payment in the amount of Seven Hundred Thirty Seven Thousand Five
Hundred and NO/100 Dollars ($737,500.00);
(d) The Promissory Note, duly executed by
Buyer;
(e) A
certificate of an appropriate officer of Buyer, a copy of which is
attached hereto as Exhibit 3, certifying resolutions
of the Board of Directors of Buyer authorizing the transactions
contemplated in the Amendment and the incumbency of any such
officers;
(f) A
certificate of an appropriate officer of Buyer, a copy of which is
attached hereto as Exhibit 4, certifying resolutions of the
sole shareholder of USHBG, USHCP and OTP authorizing the
transactions contemplated in the Amendment and the incumbency of
any such officers;
(g)
Buyer’s Closing Statement, a copy of which is attached hereto
as Exhibit 5; and
(h) An
Indemnity Agreement, duly executed by Buyer a copy of which is
attached here
