50 of the Top 250 law firms use our Products every day
FIRST
AMENDMENT TO
WARRANT
This First Amendment to Warrant (this
“Amendment”) dated as of December 31, 2008 amends those
certain warrants dated March 13, 2008, April 30, 2008, June 2,
2008, September 30, 2008 and October 6, 2008 (collectively, the
“Warrants”), pursuant to which THE AMACORE GROUP, INC.,
a Delaware corporation (the “Company”) issued warrants
to purchase an aggregate of 180,000,00 shares of the
Company’s Class A common stock, par value $0.001 per share
(“Class A Common Stock”) to VICIS CAPITAL MASTER FUND
(the “Holder”).
R E C I T A L S
WHEREAS, the Company and the Holder entered into
a Securities Purchase and Exchange Agreement dated as of December
31, 2008 (the “Purchase Agreement”).
WHEREAS, as an inducement for the conversion of
the Series D Preferred Stock, Series E Preferred Stock and the
Unpaid Dividends (as such terms are defined in the Purchase
Agreement) into shares of Series J Preferred Stock and Series K
Preferred Stock (as such terms are defined in the Purchase
Agreement), as applicable, the Purchaser agreed to amend the
Warrants as hereinafter set forth.
NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereby amend the Warrants and otherwise agree as
follows:
|
