acgi_8k-ex1004.htm


    Exhibit 10.4

     

    FIRST
AMENDMENT TO

    
       

      REGISTRATION
RIGHTS AGREEMENTS

       

      This
First Amendment to Registration Rights Agreements (this “Amendment”), dated as
of December 31, 2008 but effective as of December 21, 2007, amends those certain
Registration Rights Agreements, dated on or about July 11, 2006, November 30,
3006, January 30, 2007, April 1, 2007, March 28, 2007, and October 15, 2007
(collectively, the Registration Rights Agreements), by and between THE AMACORE
GROUP, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER
FUND (the “Purchaser”).

       

      R E C I T A L
S

       

      WHEREAS,
the Company and the Purchaser entered into a Securities Purchase and Exchange
Agreement dated as of December 21, 2007 (the “Purchase Agreement”).

       

      WHEREAS,
as an inducement for the Purchaser's acquisition of the securities under the
Purchase Agreement, the Company agreed to amend the Registration Rights
Agreements 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 Registration Rights Agreements and otherwise agree as
follows:

       

      1.           Amendments.  A
new Section 14 is hereby inserted into each Registration Rights Agreement as
follows:

       

      14.           Liquidated
Damages.  The Company agrees that the Holder will suffer
damages if the Registration Statement is not filed and declared effective by the
United States Securities and Exchange Commission (the “Commission”) at least 90
days prior to the July 15, 2011 (the “Maturity Date”) or if the Registration
Statement is not maintained in the manner contemplated herein.  The
Company and the Holder further agree that it would not be feasible to ascertain
the extent of such damages with precision.  Accordingly, if (a) the
Registration Statement is not filed and declared effective by the SEC at least
90 days prior to the Maturity Date, or (b) after being declared effective, the
Registration Statement ceases to be effective at any time prior to the
nine-month anniversary of the effectiveness date (any such failure or breach
being referred to as an "Event," and the date on which such Event occurs being
referred to as "Event Date"), the Company shall pay in cash as liquidated
damages and not as a penalty to the Holder an amount equal to two percent (2.0%)
of the aggregate stated value of the Acquired Shares then held by such Holder
for each calendar month or portion thereof thereafter from the Event Date until
the applicable Event is cured.  Liquidated damages payable by the
Company pursuant to this Section shall be payable on the first (1st)
Business Day of each thirty (30)-day period following the Event
Date.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      2.           Ratification.  Except
as expressly amended by this Amendment, the terms and conditions of each
Registration Rights Agreement are hereby confirmed and shall remain in full
force and effect without impairment or modification.

       

      3.           Conflict.  In
the event of any conflict between any Registration Rights Agreement and this
Amendment, the terms of this Amendment shall govern.

       

      4.           Certain Defined
Terms.  Capitalized terms used but not defined herein shall
have the meanings given to such terms in the applicable Registration Rights
Agreement.

       

      5.           Binding
Effect.  The parties acknowledge and agree that this Amendment
complies with all of the applicable terms and conditions set forth in Section 10
of the applicable Registration Rights Agreement that are necessary to effect an
amendment to such Registration Rights Agreement that binds the parties and
therefore, upon the execution and delivery hereof by the parties, this Amendment
shall have such binding effect.

       

      6.           Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
applicable principles of conflicts of law that would require the application of
the laws of any other jurisdiction.

       

      7.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of which taken together shall constitute one
and the same instrument.

       

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by
their respective authorized representatives as of the day and year first above
written.

       

       

       

      


       

      
        	 	      
                COMPANY:

                 

                THE
      AMACORE GROUP, INC.

                


                


                /s/
      Jay
      Shafer                                        
      

                Jay
      Shafer

                Chief
      Executive Officer

                


                


                


                PURCHASER:

                


                VICIS
      CAPITAL MASTER FUND

                    By:
      Vicis Capital LLC

                


                


                


                /s/
      Keith
      Hughes                                 
Keith
      Hughes

                Chief
      Financial Officer

              


      

      
        


       

      


      


      


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