amacore_10q-ex1008.htm


    Exhibit 10.8

       

       

      Warrant
to Purchase 1,000,000
Shares

      Of Class
A Common Stock

      


      


      


      THE
AMACORE GROUP, INC.

      


      Common
Stock Purchase Warrant

      


      June
13, 2008

      


      


      NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A
REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT
OR THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY THAT AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE.

      


      THIS
CERTIFIES THAT Scott
Smith (hereinafter sometimes called the “Holder") is entitled to purchase
from The Amacore Group, Inc., a Delaware corporation (the "Company") at the
price and during the period hereinafter specified, up to 1,000,000 shares of the
Company's Class A common stock, $ .001 par value (the "Common
Stock").

      


      1.           The
rights represented by this Warrant shall be exercisable pursuant to the Vesting
Schedule attached in Schedule A and prior to June 13, 2013 (the "Expiration
Date") at a purchase price of $0.38 per share (the "Exercise
Price") if the Holder has been continually employed by the Company for the
twelve (12) months immediately preceding each Vesting Date.  After the
Expiration Date the Holder shall have no right to purchase any shares of Common
Stock purchasable upon exercise of this Warrant.

      


      2.           The
rights represented by this Warrant may be exercised at any time after each
Vesting Date but prior to the Expiration Date, in whole or in part, by (i)
completing and properly executing the form attached in Schedule B and delivery
of such form to the principal executive office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company); and
(ii) payment to the company of the Exercise Price then in effect for the number
of shares specified in the above-mentioned purchase form together with
applicable
stock transfer taxes, if any.  This Warrant shall be deemed to have
been exercised,
in whole or in part, to the extent specified, immediately prior to the close of
business
on the date this Warrant is surrendered and payment is made in accordance
with the
foregoing provisions of this Paragraph 2, and the person or persons in whose
name or
names the certificates for shares of Common Stock shall be issuable upon
such
exercise shall become the holder or holders of record or such Common Stock at
that time
and date.  The certificate or certificates for the Common Stock so
purchased shall be
delivered to such person or persons within a reasonable time, not exceeding
thirty
(30) days after the rights represented by this Warrant shall have been so
exercised.

      



      
        
           


        

        
          1

          
            

          

        

        
           


        

      
 

      3.           Neither
this Warrant nor the shares of Common Stock issuable upon exercise
hereof have been registered under the Securities Act of 1933, as amended
(the
"1933 Act"), nor under any state securities law and shall not be sold,
transferred, assigned,
hypothecated or otherwise disposed of until a registration statement with
respect
thereto becomes or is declared effective under the 1993 Act or the Company
receives
an opinion of counsel to the Company stating that an exemption from the
registration
requirements of the 1933 Act and such state securities laws is
available.

      


      4.           The
Company shall not be obligated to register this Warrant or the shares of Common
Stock issuable upon exercise of this Warrant in accordance with the 1933
Act.

      


      5.           The
Company covenants and agrees that all shares of Common Stock which may
be issued upon exercise of this Warrant will, upon issuance, be duly and
validly
issued, fully paid and non-assessable and no personal liability will attach to
the Holder
thereof.  The Company further covenants and agrees that until the
Expiration Date, the
Company will at all times have authorized and reserved a sufficient number of
shares of its Common Stock to provide for the exercise of this
Warrant.

      


      6.           This
Warrant shall not entitle the Holder to any rights, including, without
limitation, voting rights as a stockholder of the Company.

      


      7.           The
Exercise Price in effect at any time and the number of shares purchasable upon
the exercise of this Warrant shall be subject to adjustment from time to time
upon the happening of certain events as follows:

      


      (a)           In
case the Company shall (i) issue shares of Common Stock as a dividend or
distribution on its outstanding shares of Common Stock, (ii) subdivide or
reclassify its outstanding shares of Common Stock into a greater number of
shares, or (iii) combine or reclassify its outstanding shares of Common Stock
into a smaller number of shares, or (iv) the outstanding shares of Common Stock
are at any time changed into or exchanged for a different number or kind of
shares or other security of the Company or of another corporation through
reorganization, merger, consolidation, liquidation or recapitalization, then
appropriate adjustments in the number and kind of such securities subject to
this Warrant shall be made and the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the effective date of such
subdivision, combination, reclassification, reorganization, merger,
consolidation, liquidation or recapitalization shall be proportionately adjusted
so that the holder of this Warrant exercised after such date shall be entitled
to receive the aggregate number and kind of shares of which, if this Warrant had
been exercised by such Holder immediately prior to such date, he would have
owned upon such exercise and been entitled to receive upon such dividend,
distribution, subdivision, combination, liquidation or
recapitalizatlon.  For example, if the Company declares a 2 for 1
stock distribution and the Exercise Price immediately prior to such event was
$4.50 per share and the number of shares purchasable upon exercise of this
Warrant was 62,500, the adjusted Exercise Price immediately after such event
would be $2.25 per share and the adjusted number of shares purchasable upon
exercise of this Warrant would be 125,000 shares.  Such adjustment
shall be made successively whenever any event listed above shall
occur.

      


      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (b)           Whenever
the Exercise Price payable upon exercise of this Warrant is adjusted
pursuant to Subparagraph (a) above, the number of shares purchasable upon
exercise of this Warrant shall simultaneously be adjusted by multiplying the
number of shares issuable upon exercise of this Warrant by the Exercise Price in
effect on the date hereof and dividing the product so obtained by the Exercise
as adjusted.

      


      (c)           No
adjustment In the Exercise Price shall be required unless such adjustment
would require an increase or decrease of at least one and sixty-five
one-hundredths cents ($0.0165) in such price; provided, however, that any
adjustments which by reason of this Subparagraph (c) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment
required to be made hereunder.  All calculations under this Paragraph
7 shall be made to the nearest cent or one-hundredth of a share, as the case may
be.  Anything In this Paragraph 7 to the contrary notwithstanding, the
Company shall be entitled, but shall not be required, to make such changes in
the Exercise Price, in addition to those required by this Paragraph 7, as it
shall determine, in its sole discretion, to be advisable in order that any
dividend or distribution in shares of Common Stock, or any subdivision,
reclassification or combination of Common Stock, hereafter made by the Company
shall not result in any Federal income tax liability to the holder of Common
Stock or securities convertible into or exercisable for Common
Stock.

      


      (d)           Whenever
the Exercise Price is adjusted as herein provided, the Company shall compute the
adjusted Exercise Price in accordance with this Paragraph 7 and shall prepare a
certificate signed by the chief financial officer or accounting officer of the
Company setting forth the adjusted Exercise Price, and shall promptly cause a
notice setting forth the adjusted Exercise Price and adjusted number of shares
issuable upon exercise of this Warrant to be mailed to the Holder, at its
address set forth herein I and shall cause a certified copy thereof to be mailed
to the company's transfer agent, if any.  The Company may (but shall
be required to) retain a firm of independent certified public accountants
selected by the Board of Directors (which may be the regular accountants
employed by the Company) to make any computation required by this Paragraph 7,
and a certificate signed by such firm shall be conclusive evidence of the
correctness of such adjustment.

      


      (e)           In
the event that at any time, as a result of an adjustment made pursuant
to the
provisions of this Paragraph 7, the Holder of this warrant thereafter shall
become
entitled to receive any shares of the Company other than Common Stock
thereafter the number of such other shares so receivable upon exercise of
this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as
nearly equivalent as practicable to the provisions with respect to the
Common
Stock contained in Subparagraphs (a) to (c), inclusive, above.

      


      (f)           Notwithstanding
any adjustment in the Exercise Price or the number or kind of
shares of Common Stock purchasable upon the exercise of this Warrant,
certificates
for Warrants issued prior or subsequent to such adjustment may continue
to express the same price and number and kind of shares of Common Stock as
are initially issuable pursuant to this Warrant.

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (g)           The
Company may, but under no circumstances is obligated to, modify the terms of
this Warrant to provide for an earlier commencement of the Exercise Period, or
to extend the Exercise Period or to lower the Exercise Price, at any time prior
to the expiration of this Warrant.

      


      8.     This
Agreement shall be governed by and in accordance with the law of the State of
Delaware, without reference to conflict of laws principles.

      


      9.    Anything contained herein to the
contrary notwithstanding, it is understood that the shares underlying this
warrant will be issued with the restriction that same may only be sold through
Mr. Joe Sanders, who will be responsible for selling said shares in an orderly
fashion.  For purposes of this undertaking, an “orderly fashion” shall
be deemed to be, without restriction, sales consistent with the Rule 144 selling
formula for shares held more than six months but less than one
year.

      


      IN
WITNESS WHEREOF, The Amacore Group, Inc. has caused this Warrant to be signed by
its duly authorized officer as of the date set forth below.

      


       

      
      

       

      
        	 	      
                          THE
      AMACORE GROUP, INC.

                


                


                By:  /s/ Giuseppe
      Crisafi                                     
      

                Giuseppe
      Crisafi

                Chief
      Financial Officer

              


      

       

      
 

       

      


      


      Dated:
June 13,
2008

      


      


      


      


      


      


      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Schedule
A

      


      


      Warrant
Vesting Schedule

      


      


      


      


      
        	
                Total
      Number of Warrants

              	
                1,000,000

              
	 
      	 
      
	
                Vesting Amount:

              	
                Vesting Date

              
	
                250,000

              	
                July
      1, 2008

              
	
                250,000

              	
                July
      1, 2009

              
	
                250,000

              	
                July
      1, 2001

              
	
                250,000

              	
                July
      1, 2011

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Schedule
B

      


      


      NOTICE OF
EXERCISE

      


      


      


      


      To: The
Amacore Group, Inc.

            1211
N. Westshore Blvd., #512

            Tampa,
FL 33607

      


      
 

      
        	
                (1)  

              	
                The
      undersigned hereby elects to purchase  __________shares of class
      A common stock of The Amacore Group, Inc., pursuant to the terms of the
      attached Warrant, and tender herewith payment of the exercise price in
      full of $ ___________.

              


      

      


      
        	
                (2)  

              	
                Please
      issue a certificate representing said shares of common stock in the name
      of the undersigned or in such other name as is specified
      below:

              


      

      


      


      Name:
_______________________

      


      Address:
_____________________

      


      _____________________________

      


      


      


      Date:
______________________

      


       

       

       

      


       

      
        	 	      
                ____________________________

                Signature

                


                _____________________________

                Signature,
      if joint

                


              


      

       

       

       

       

      6