June 30, 2009
Exhibit
10.17
Xxxxxx
Asset Partners, LLC
c/o
Xxxxxx X. Xxxxx, Secretary
00000
Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxxxx,
XX 00000
Tel:
(000) 000 0000
Cell:
(000) 000-0000
Fax:
000 000 0000
Email: xxxxxxxxx@xxx.xxx
June 30,
2009
000
Xxxxxxxxx Xxxxx 0xx
Xxxxx
Xxxxxxxx,
XX 00000
Attention:
Xxx Xxxxxxxxx
Xxxx
Xxxxxx Financial, Inc.
00
Xxxx Xxxxxx
0xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx
Xxxxxxx
Gentlemen:
This
Agreement, dated as of the above date, is between Amber Ready, Inc. (Amber), a
Nevada corporation, with an office listed above, Xxxx Xxxxxx Financial, Inc.
(JTF), a New York corporation, with an office listed above, and Xxxxxx Asset
Partners, LLC (HAP), a Delaware limited liability company, with an office listed
above.
1. Amber
and JTF have asked HAP to act as a Collateral Agent under a Security Agreement
between HAP and Amber, to be dated on or about June 19, 2009, the anticipated
initial closing date of the Transaction, as defined below.
2. This
Agreement is for the benefit of certain persons (the Subordinated Convertible
Note Holders) who, upon the execution of certain Transaction documents, will own
Amber Subordinated Convertible Notes in the aggregate principal amount of not
less than $1,000,000 and not more than $2,000,000 (or $3,000,000, if the
over-allotment option is exercised) to be issued under the terms and provisions
of Amber’s Confidential Private Placement Memorandum dated on
or about June
3,
2009 (herein the Transaction), a draft of which Memorandum has been delivered to
HAP.
3. HAP
is 99% owned by Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx, Xxxx X. Xxxxxxxx’x
(Xxxxxxxx), HAP’s CEO’s adult children, and its net assets exceed
$1,000,000. Neither HAP, nor any affiliates have participated in
JTF’s offering of the Amber Subordinated Convertible Notes, or the preparation
of documents relating to the Transaction, except provisions hereof relating to
HAP’s compensation and documented expenses, if any, under Paragraph 4 below, its
duties as a Collateral Agent under (i) a Security Agreement between Amber and
the Subordinated Convertible Note Holders (the Security Agreement) dated on or
about June 19, 2009; and (ii) Xxxxx Xxxxxx Xxxxxxxx & Xxxxxx PC’s fees and
documented expenses, if any, under Paragraph 4 below.
4. HAP
is prepared to act as a Collateral Agent under the Security Agreement, subject
to the following terms and conditions:
(i) Amber’s
$5,000.00 fee to HAP and its documented expenses, if any shall be paid to HAP at
the initial closing of the Transaction. Upon abandonment of the
Transaction by Amber, or any, or all of the undersigned, other than HAP, Amber
(or any, or all of the undersigned, other than HAP) shall pay HAP a reduced fee
of $2,500.00 and its documented expenses, if any. No fee or expenses
shall be payable to HAP in the event it abandons the Transaction;
(ii) Amber’s,
or any, or all of the undersigned’s, other than HAP, payment of a fee to the law
firm of Xxxxx Xxxxxx Xxxxxxxx & Xxxxxx PC, HAP’s counsel in the Transaction.
That fee shall be based upon that firm's normal hourly rates, but, it will be
capped at $5,000.00, plus its documented out of pocket expenses, payable at the
initial closing of the Transaction, or upon its abandonment by Amber, or any, or
all of the undersigned, other than HAP. However, HAP shall be
responsible for such fee and expenses in the event HAP abandons the Transaction;
and
(iii) an
agreement documented in the Transaction that provides if Xxxxxxxx, on HAP’s
behalf, is called upon to spend time, or incur any documented out of pocket
and/or legal expenses in acting in any way in connection with an amendment of
the Transaction documents, or the enforcement or protection of the rights of the
Subordinated Convertible Note Holders in accordance with the Transaction
documents, HAP shall not be obligated to do so, unless it is satisfied that any
or all of the undersigned, or the Subordinated Convertible Note Holders, as the
case may be, other than HAP, are obligated and in a financial position to pay
HAP a reasonable fee for such time, documented expenses plus its legal fees and
related expenses.
5. This
Agreement contains the entire understanding of the parties with respect to the
subject matter hereof.
6. Amber
and JTF hereby acknowledge and understand their above described obligations and
have executed this Agreement in the spaces provided below, and confirm such
execution to HAP.
|
Very truly yours,
Xxxxxx Asset Partners, LLC.
|
|||
|
|
By:
|
/s/ Xxxxxx Xxxxx | |
| Xxxxxx Xxxxx, Secretary | |||
| Amber Ready, Inc. |
Xxxx
Xxxxxx Financial, Inc.
|
|||
|
/s/
Xxx Xxxxxxxxx
|
/s/
Xxxxxx Xxxxxxx
|
|||
|
Xxx
Xxxxxxxxx
|
Xxxxxx
Xxxxxxx, CEO
|
|||
|
President
and CEO
|
|
