COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • New York
This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 18th day of December, 2009 by and between Amber Ready, Inc., a Nevada corporation (the “Company”), and John Thomas Bridge & Opportunity Fund II, L.P. (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2009 • AMBER Ready, Inc • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of this 30th day of December, 2008 is made by and among Amber Alert Safety Centers, Inc., a Nevada corporation (the “Company”), and John Thomas Bridge & Opportunity Fund, L.P. (the “Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 25th day of February, 2009, by and among Amber Ready, Inc. (formerly Amber Alert Safety Centers, Inc.), a Nevada corporation (“Company”), and the John Thomas Bridge & Opportunity Fund, L.P., a Delaware limited partnership (“Investor”).
PURCHASE AGREEMENTPurchase Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • Texas
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 30th day of December, 2008, by and among Amber Alert Safety Centers, Inc., a Nevada corporation (“Company”), and the John Thomas Bridge & Opportunity Fund, L.P., a Delaware limited partnership (“Investor”).
Registration Rights AgreementRegistration Rights Agreement • December 18th, 2009 • AMBER Ready, Inc • New York
This Registration Rights Agreement (the "Agreement") is made and entered into as of ____, 2009 (the "Effective Date") among AMBER Ready, Inc., a Nevada corporation (the "Company"), the parties set forth in the Subscription Agreement between the Company and the purchaser signatories (each, a "Purchaser" and collectively, the "Purchasers"), and John Thomas Financial, Inc., a New York corporation ("John Thomas"), for purposes of Section 4(o) hereof.
SECURITY AGREEMENTSecurity Agreement • December 18th, 2009 • AMBER Ready, Inc • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2009, is made by and between Hudson Asset Partners, LLC, a Delaware limited liability company, in its capacity as collateral agent (the “Collateral Agent”), and Amber Ready, Inc., a Nevada corporation (“Amber” or the “Grantor”) for the benefit of the holders (the “Holders”) of those certain three year subordinated convertible secured promissory notes described below in the minimum principal amount of $1,000,000 (the “Minimum Amount”) and a maximum amount of up to $2,000,000 (or up to $3,000,000, if an over-allotment (the “Over-allotment”) is exercised in full), to be issued by Amber from time to time on and after the date hereof, all upon terms described in that certain Confidential Private Placement Memorandum, dated on or about June 10, 2009 (the “Memorandum”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT DATED FEBRUARY 25, 2009Registration Rights Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • New York
THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of March 17, 2009, by and between Amber Ready, Inc. (formerly Amber Alert Safety Centers, Inc.), a Nevada corporation (“Company”), and the John Thomas Bridge & Opportunity Fund, L.P., a Delaware limited partnership (“Investor”), amends that certain registration rights agreement, dated as of February 25, 2009 by and between the Company and Investor (“Registration Rights Agreement”).
AMENDMENT NO. 3 TO THE SECURITY AGREEMENTThe Security Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • Texas
THIS AMENDMENT NO. 3 TO THE SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Amendment”) dated as of March 19, 2009 by and between Amber Ready, Inc. (formerly Amber Alert Safety Centers, Inc.), a Nevada corporation (the “Company” or the “Debtor”) and John Thomas Bridge & Opportunity Fund, L.P., a Delaware limited partnership (together with its successors and assigns in such capacity, the “Secured Party”), amends that certain Security Agreement, dated December 30, 2008, by and between Debtor and Secured Party, as amended by that certain Amendment Agreement, dated February 18, 2009, and as amended by Amendment No. 2 to the Security Agreement, dated February 25, 2009 (the “Agreement”).
SECURITY AGREEMENTSecurity Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • Texas
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 30, 2008 by and between Amber Alert Safety Centers, Inc., a Nevada corporation (the “Company” or the “Debtor”) and John Thomas Bridge & Opportunity Fund, L.P., a Delaware limited partnership (together with its successors and assigns in such capacity, the “Secured Party”).
ESCROW AGREEMENTEscrow Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • New York
THIS ESCROW AGREEMENT, dated as of _________________, 2009 (the “Escrow Agreement”), by and among Kai Patterson, an individual with an address c/o Amber Ready, Inc., 101 Roundhill Drive, 2nd Floor, Rockaway, NJ 07866 (“Pledgor”), John Thomas Financial, Inc., a New York corporation having an office at 14 Wall Street, 5th Floor, New York, NY 10005 (“JTF”) and Meister Seelig & Fein LLP, a New York limited liability partnership having an office at 2 Grand Central Tower, 140 East 45th Street, 19th Floor, New York, New York 10017 (“Escrow Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2009 • AMBER Ready, Inc
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of the 14th day of September, 2009 between AMBER Ready, Inc., a Nevada corporation (hereinafter, the “Company” or “AMBER”) and Frank DelVecchio, an individual with an address at 65 Walthery Ave., Ridgewood, NJ 07834 (hereinafter, “Employee”);
PURCHASE AGREEMENTPurchase Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of March, 2009, by and among Amber Ready, Inc. (formerly Amber Alert Safety Centers, Inc.), a Nevada corporation (“Company”), and the John Thomas Bridge & Opportunity Fund, L.P., a Delaware limited partnership (“Investor”).
AMENDMENT AGREEMENTAmendment Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • Texas
THIS AMENDMENT AGREEMENT, dated as of February 18, 2009 (this “Agreement”), by and between by Amber Ready, Inc. (formerly Amber Alert Safety Centers, Inc.), a Nevada corporation (“Company”), and the John Thomas Bridge & Opportunity Fund, L.P., a Delaware limited partnership (“Investor”), amends that certain purchase agreement, dated December 30, 2008 by and between the Company and Investor (“Purchase Agreement”), the common stock purchase agreement, dated December 30, 2008 by and between the Company and Investor (“Stock Purchase Agreement”) and the security agreement dated December 30, 2008 by and between the Company and Investor (“Security Agreement,” and together with the Purchase Agreement and Stock Purchase Agreement, the “Prior Agreements”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2009 • AMBER Ready, Inc • New Jersey
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the Employee's continued employment, the premises and mutual covenants and agreements hereinafter contained, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties hereto covenant and agree as follows:
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • New York
This Pledge and Security Agreement (this "Agreement") is made effective as of _______________, 2009 ("Effective Date"), by and between Kai Patterson, an individual ("Pledgor"), and John Thomas Financial, Inc., a New York corporation ("JTF"), in its capacity as representative of the Investors, as hereinafter defined.
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTTrademark Collateral Assignment • December 18th, 2009 • AMBER Ready, Inc
This TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT, dated as of _____ _, 2009, made by AMBER READY, INC., a Nevada corporation (“Grantor”), in favor of HUDSON ASSET PARTNERS, LLC, a Delaware limited liability company, as Collateral Agent (“Agent”).
Hudson Asset Partners, LLC c/o Murray M. Rubin, Secretary 14151 Magnolia Cove Road Jacksonville, FL 32224 Tel: (410) 744 7297 Cell: (646) 429-0950 Fax: 904 273 5233 Email: murraykhc@aol.comAMBER Ready, Inc • December 18th, 2009
This Agreement, dated the above date, is between Amber Ready, Inc. (Amber), a Nevada corporation, with an office listed above, John Thomas Financial, Inc. (JTF), a New York corporation, with an office listed above, and Hudson Asset Partners, LLC (HAP), a Delaware limited liability company, with an office listed above.
FIRST AMENDMENT TO SECURITY AGREEMENT AND 18% SECURED CONVERTIBLE NOTESecurity Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation
This First Amendment to Security Agreement and 18% Secured Convertible Note (this “Agreement”), is made and entered into as of January __, 2010, by and among Amber Ready, Inc., a Nevada corporation (the “Company”) and the investors set forth on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTTrademark Collateral Assignment • December 18th, 2009 • AMBER Ready, Inc
This TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2009, made by AMBER READY, INC., a Nevada corporation (“Grantor”), in favor of HUDSON ASSET PARTNERS, LLC, a Delaware limited liability company, as Collateral Agent (“Agent”).
GUARANTEEGuarantee • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • New York
THIS GUARANTEE (the “Guarantee”) is entered into as of ___________________, 2009 by KAI PATTERSON, an individual (the “Guarantor”), in favor of JOHN THOMAS FINANCIAL, INC., a New York corporation (“JTF”), in its capacity as representative of the Investors, as hereinafter defined.
CONTROL ACCOUNT AGREEMENT (No Access by Borrower)Control Account Agreement • December 18th, 2009 • AMBER Ready, Inc • New York
THIS CONTROL ACCOUNT AGREEMENT ("Agreement") is made effective as of the 21st day of April, 2009 by and among Amber Ready, Inc., a Nevada corporation having a principal place of business at 101 Roundhill Drive, 2nd Floor, Rockaway, New Jersey 07866 ("Borrower"), Hudson Asset Partners, LLC, a Delaware limited liability company having a principal place of business at 14151 Magnolia Cove Road, Jacksonville, Florida 32224 ("Collateral Agent") and SIGNATURE BANK, a New York commercial bank, having a principal place of business at 950 Third Avenue, New York, New York 10022 ("Depository").
AMENDMENT NO. 2 TO THE SECURITY AGREEMENTThe Security Agreement • February 8th, 2010 • AMBER Ready, Inc • Services-computer processing & data preparation • Texas
THIS AMENDMENT NO. 2 TO THE SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Amendment”) dated as of February 25, 2009 by and between Amber Ready, Inc. (formerly Amber Alert Safety Centers, Inc.), a Nevada corporation (the “Company” or the “Debtor”) and John Thomas Bridge & Opportunity Fund, L.P., a Delaware limited partnership (together with its successors and assigns in such capacity, the “Secured Party”), amends that certain Security Agreement, dated December 30, 2008, by and between Debtor and Secured Party, as amended by that certain Amendment Agreement, dated February 18, 2009 (the “Agreement”).
June 30, 2009AMBER Ready, Inc • December 18th, 2009
This Agreement, dated as of the above date, is between Amber Ready, Inc. (Amber), a Nevada corporation, with an office listed above, John Thomas Financial, Inc. (JTF), a New York corporation, with an office listed above, and Hudson Asset Partners, LLC (HAP), a Delaware limited liability company, with an office listed above.
CONSULTING AGREEMENTConsulting Agreement • December 18th, 2009 • AMBER Ready, Inc • New York
AGREEMENT made as of the 21st day of April, 2009, by and between JOHN THOMAS FINANCIAL, INC., a New York corporation, with offices at 14 Wall Street, 5th Floor, New York, NY 10005 (the “Consultant”), and AMBER READY, INC., a Nevada corporation, with offices at 101 Roundhill Drive, 2nd Floor, Rockaway, NJ 07866 (the “Company”).
Form of Lease, By and Between Amber Alert Safety Centers, Inc. and Emerald Holdings Group L.L.C.AMBER Ready, Inc • February 8th, 2010 • Services-computer processing & data preparation
Between Emerald Holdings Group L.L.C. 101 Roundhill Drive, Rockaway, NJ 07866 hereinafter referred to as the Landlord, and Amber Alert hereinafter referred to as the Tenant.
