acgi_8k-ex1005.htm


    Exhibit 10.5

    
 

    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:

     

    1.           Amendments.  Section
4(f) of each Warrant is hereby deleted in its entirety.

     

    2.           Delivery of New Warrant
Forms.  As soon as reasonably practicable, the Company agrees
that it will deliver amended and restated forms of warrant agreements as a
replacement for each Warrant in the form of the existing Warrant as amended
hereby and upon receipt thereof, the Holder agrees to surrender to the Company
the existing forms of Warrants for cancellation.

     

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

     

    4.           Conflict.  In
the event of any conflict between any Warrant and this Amendment, the terms of
this Amendment shall govern.

     

    5.           Certain Defined
Terms.  Capitalized terms used but not defined herein shall
have the meanings given to such terms in the applicable Warrant.

     


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    6.           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 Warrant that are necessary to effect an amendment to such
Warrant that binds the parties and therefore, upon the execution and delivery
hereof by the parties, this Amendment shall have such binding
effect.

     

    7.           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.

     

    8.           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

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              HOLDER:

            
	 
      	 
      
	 
      	
              VICIS
      CAPITAL MASTER FUND

            
	 
      	
               
      By: Vicis Capital LLC

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	      
              /s/
      Chris
      Phillips                                  
      

            
	 
      	
              Chris
      Phillips

            
	 
      	
              Managing
      Director

            
	 
      	 
      


    

     

     

     

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