COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 18th, 2009 • AMBER Ready, Inc • New York
This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 19th day of March, 2009 by and between Amber Ready, Inc. (formerly Amber Alert Safety Centers, Inc.), a Nevada corporation (the “Company”), and John Thomas Bridge & Opportunity Fund, 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”).
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 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”);
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:
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.
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”).
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").
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”).
