AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT DATED FEBRUARY 25, 2009
Exhibit
10.15
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS
AGREEMENT DATED FEBRUARY 25, 2009
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 Xxxx Xxxxxx
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”).
W I T N E
S S E T H:
WHEREAS,
on February 25, 2009, the Company and the Investor entered into a financing
pursuant to which the Company issued to Investor a principal amount of $195,000
debenture (“Debenture”) maturing on the earlier of (i) August 31, 2009, (ii)
upon the New Financing Date (as defined in the Debenture), or (iii) the
accelerated maturity date applicable in the case of any uncured event of default
prior to maturity (the “Maturity Date”); and
WHEREAS,
in connection with the financing, the Company issued to the Investor shares of
Company common stock, which such shares have certain registration rights as
described in the Registration Rights Agreement; and
WHEREAS,
the parties now desire to amend the Registration Rights Agreement to extend the
Filing Deadline (as defined in the Registration Rights Agreement).
NOW
THEREFORE, in consideration of the mutual benefits accruing to Investor and
Company and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto do hereby agree as
follows:
1. AMENDMENTS
AND PAYMENTS.
1.1 Amendment of the
Registration Rights Agreement. The definition of “Filing
Deadline” in Section 1 of the Registration Rights Agreement is hereby amended in
its entirety to be and read as follows:
““Filing Deadline”
shall mean May 15, 2009.”
1.2 Payment Amount. In consideration of
entering into this Agreement, the Company shall pay the Investor Five Thousand
Dollars ($5,000), which shall be paid upon the Maturity Date of the
Debenture.
3. MISCELLANEOUS.
3.1 Successors and
Assigns. This Agreement shall be binding upon, and inure to
the benefit of, the successors and permitted assigns of the
Parties. Neither party may assign its rights or obligations under
this Agreement without the other party’s prior written consent. Any purported
assignment shall be void.
3.2 Governing Law; Jurisdiction;
Waiver of Jury Trial. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York without
regard to the choice of law principles thereof. Each of the parties
hereto irrevocably submits to the exclusive jurisdiction of the courts of the
State of Texas located in Xxxxxx County and the United States District Court for
the Southern District of Texas for the purpose of any suit, action, proceeding
or judgment relating to or arising out of this Agreement and the transactions
contemplated hereby. Service of process in connection with any such
suit, action or proceeding may be served on each party hereto anywhere in the
world by the same methods as are specified for the giving of notices under this
Agreement. Each of the parties hereto irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. Each party hereto irrevocably waives
any objection to the laying of venue of any such suit, action or proceeding
brought in such courts and irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.
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3.3 Injunctive
Relief. Each Party acknowledges and agrees that a breach by it
of its obligations hereunder will cause irreparable harm to the other and that
the remedy or remedies at law for any such breach will be inadequate and agrees,
in the event of any such breach, in addition to all other available remedies,
the non-breaching party shall be entitled to an injunction restraining any
breach and requiring immediate and specific performance of such obligations
without the necessity of showing economic loss or the posting of any
bond.
3.4 Severability. In
the event that any provision of this Agreement becomes or is declared by a court
of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that in such case
the parties shall negotiate in good faith to replace such provision with a new
provision which is not illegal, unenforceable or void, as long as such new
provision does not materially change the economic benefits of this Agreement to
the parties.
3.5 Counterparts/Execution. This
Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument. This Agreement may be executed by facsimile
signature and delivered by facsimile transmission.
3.6 Notices. Any
notice, demand or request required or permitted to be given by the respective
parties hereto pursuant to the terms of this Agreement shall delivered in
accordance with the terms of the Investor Transaction Documents.
3.7 Entire Agreement;
Amendments. This Agreement constitutes the entire agreement
between the parties with regard to the subject matter hereof and thereof,
superseding all prior agreements or understandings, whether written or oral,
between or among the parties. No amendment, modification or other
change to this Agreement or waiver of any agreement or other obligation of the
parties under this Agreement may be made or given unless such amendment,
modification or waiver is set forth in writing and is signed by Investor and
Company. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
3.8 Headings. The
headings used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as
of the day and year first above written.
/s/ XXX X.
XXXXXXXXX
Name: Xxx
X. Xxxxxxxxx
Title:
Chief Executive Officer
XXXX
XXXXXX BRIDGE & OPPORTUNITY FUND, L.P.
/s/ XXXXXX X. XXXXXXX,
XX.
Name:
Xxxxxx X. Xxxxxxx, Xx.
Title:
Managing Member of the General Partner
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