WAIVER OF ANTI-DILUTION RIGHTS
EXHIBIT
10.9
This
WAIVER OF ANTI-DILUTION RIGHTS (“Waiver”) is entered
into as of this 16th day of August, 2010 by and among The Amacore Group, Inc., a
Delaware corporation (the “Company”) and Vicis
Capital Master Fund, a series of the Vicis Capital Master Trust, a trust formed
under the laws of the Cayman Islands (“Vicis”).
WHEREAS,
Vicis holds shares of the Company’s Series G Convertible Preferred Stock, par
value $0.001 per share, Series H Convertible Preferred Stock, par value $0.001
per share, Series I Convertible Preferred Stock, par value $0.001 per share, and
Series L Convertible Preferred Stock, par value $0.001 per share, set forth on
Schedule B
attached hereto (collectively, the “Preferred Stock”),
and warrants (the “Warrants”) to
purchase shares of the Company’s Class A Common Stock, par value $0.001 per
share (“Class A Common
Stock”);
WHEREAS,
Section 7.3(c) of each Certificate of Designation designating each series of the
Preferred Stock and each Warrant set forth on Schedule A hereto,
provide for certain anti-dilution adjustments to the conversion prices of the
Preferred Stock and/or exercise prices of the Warrants upon certain offers or
issuances of shares of Class A Common Stock or securities convertible into or
exercisable for shares of Class A Common Stock at a price per share or
conversion or exercise price per share less than the conversion price or warrant
price, as applicable, then in effect with respect to each class of Preferred
Stock and the Warrants (“Anti-Dilution
Rights”);
WHEREAS,
in connection with the execution of a certain Securities Purchase Agreement of
even date herewith, Vicis is acquiring Senior Secured Convertible Notes (“Senior Notes”) issued
by the Company; and
WHEREAS,
Vicis desires to waive any Anti-Dilution Rights it may have with respect to the
issuance of the Senior Notes.
NOW,
THEREFORE, for and in consideration of the receipt of valuable consideration,
the receipt of which is hereby acknowledged, and intending to be legally bound,
Vicis hereby represents and warrants that it is the sole beneficial and record
owner of the Warrants identified on Schedule A and the
shares of Preferred Stock identified on Schedule B and hereby
waives any and all Anti-Dilution Rights that may arise from the issuance of the
Senior Notes.
This
waiver shall be binding upon the Company and Vicis and their respective
successors and assigns.
To the
extent necessary for this Waiver to be effective, it shall be considered a
written consent of the holders of the shares of Preferred Stock under the
applicable provisions of the Delaware General Corporate Law.
IN
WITNESS WHEREOF, the undersigned has executed and delivered this Waiver as of
the date first written above.
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VICIS CAPITAL MASTER FUND
By: Vicis Capital
LLC
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_____________________________ | |
| Name: | |||
| Title: | |||
| Date of Signature: _______________ | |||
-2-
SCHEDULE
A
Warrants
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1.
|
Warrant
issued on March 13, 2008 and expiring on March 13, 2013 to purchase
45,000,000 shares of Class A Common Stock at an initial exercise price of
$0.375 per share.
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2.
|
Warrant
issued on April 30, 2008 and expiring on April 30, 2013 to purchase
22,500,000 shares of Class A Common Stock at an initial exercise price of
$0.375 per share.
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3.
|
Warrant
issued on June 2, 2008 and expiring on June 2, 2013 to purchase 45,000,000
shares of Class A Common Stock at an initial exercise price of $0.375 per
share.
|
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4.
|
Warrant
issued on September 30, 2008 and expiring on September 30, 2013 to
purchase 45,000,000 shares of Class A Common Stock at an initial exercise
price of $0.375 per share.
|
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5.
|
Warrant
issued on October 6, 2008 and expiring on October 6, 2013 to
purchase 22,500,000 shares of Class A Common Stock at an initial exercise
price of $0.375 per share.
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6.
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Warrant
issued on December 31, 2008 and expiring on December 31, 2013 to purchase
28,125,000 shares of Class A Common Stock at an initial exercise price of
$0.375 per share.
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7.
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Warrant
issued on January 13, 2009 and expiring on January 13, 2014 to
purchase 45,000,000 shares of Class A Common Stock at an initial exercise
price of $0.375 per share.
|
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8.
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Warrant
issued on March 31, 2009 and expiring on March 31, 2014 to purchase
45,000,000 shares of Class A Common Stock at an initial exercise price of
$0.375 per share.
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9.
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Warrant
issued on June 29, 2009 and expiring on June 29, 2014 to purchase
50,625,000 shares of Class A Common Stock at an initial exercise price of
$0.375 per share.
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-3-
SCHEDULE
B
Shares
of Preferred Stock Owned by Vicis
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1.
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1,200
shares of Series G Convertible Preferred
Stock
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2.
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400
shares of Series H Convertible Preferred
Stock
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3.
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1,650
shares of Series I Convertible Preferred
Stock
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4.
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1,050
shares of Series L Convertible Preferred
Stock
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-4-
