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Exhibit 10.4
THIS WARRANT AND THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED.
WARRANT
TO PURCHASE
SHARES
OF CLASS A COMMON STOCK
OF
THE
AMACORE GROUP, INC.
Expires
March 13, 2013
No.:
W-08-01 Number of Shares: 45,000,000
Date
of Issuance: March 13, 2008
FOR
VALUE RECEIVED, the undersigned, The Amacore Group, Inc., a
Delaware corporation (together with its successors and
assigns, the “ Issuer
”), hereby certifies that Vicis Capital Master Fund or
its registered assigns is entitled to subscribe for and
purchase, during the Term (as hereinafter defined), up to
Forty-Five
Million (45,000,000) shares (subject to adjustment as
hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Class A Common Stock of the
Issuer, par value $.001 per share (the “ Class A Common
Stock ”), at an exercise price per share equal to
the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set
forth. This Warrant has been executed and delivered
pursuant to the Securities Purchase Agreement dated as of
March 13, 2008 (the “ Purchase
Agreement ”) by and among the Issuer and the
purchaser(s) listed therein. Capitalized terms used
and not otherwise defined herein shall have the meanings set
forth for such terms in the Purchase Agreement. Capitalized
terms used in this Warrant and not otherwise defined herein
shall have the respective meanings specified in Section 8
hereof.
1.
Term
. The term of this Warrant shall commence on March
13, 2008 and shall expire at 6:00 p.m., eastern time, on March
13, 2013 (such period being the “ Term
”).
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2.
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Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange .
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(a)
Time
of Exercise . The purchase rights
represented by this Warrant may be exercised in whole or in
part during the Term beginning on the date of issuance
hereof.
(b)
Method of
Exercise . The Holder hereof may exercise
this Warrant, in whole or in part, by the surrender of this
Warrant (with the exercise form attached hereto duly executed)
at the principal office of the Issuer, and by the payment to
the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise
multiplied by the number of shares of Warrant Stock with
respect to which this Warrant is then being exercised, payable
at such Holder’s election (i) by certified or official
bank check or by
wire transfer to an account designated by the Issuer,
(ii) by “cashless exercise” in accordance with the
provisions of subsection (c) of this Section 2, but only when
a registration statement under the Securities Act providing
for the resale of the Warrant Stock is not then in effect, or
(iii) when permitted by clause (ii), by a combination of the
foregoing methods of payment selected by the Holder of this
Warrant.
(c)
Cashless
Exercise . Notwithstanding any provisions
herein to the contrary and commencing six-months following the
Original Issue Date if (i) the Per Share Market Value of one
share of Class A Common Stock is greater than the Warrant
Price (at the date of calculation as set forth below) and (ii)
a registration statement under the Securities Act providing
for the resale of the Warrant Stock is not in effect in
accordance with the terms of the Registration Rights Agreement
at the time of exercise, in lieu of exercising this Warrant by
payment of cash, the Holder may exercise this Warrant by a
cashless exercise and shall receive the number of shares of
Class A Common Stock equal to an amount (as determined below)
by surrender of this Warrant at the principal office of the
Issuer together with the properly endorsed Notice of Exercise
in which event the Issuer shall issue to the Holder a number
of shares of Class A Common Stock computed using the following
formula:
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