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”).
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”).
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 • 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 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 AGREEMENTSecurity 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 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”).
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.
FIRST AMENDMENT TO SECURITY AGREEMENT AND 18% SECURED CONVERTIBLE NOTESecurity Agreement and Secured Convertible Note • 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”).
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.
AMENDMENT NO. 2 TO THE SECURITY AGREEMENTSecurity 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”).
Form of Lease, By and Between Amber Alert Safety Centers, Inc. and Emerald Holdings Group L.L.C.Lease Agreement • February 8th, 2010 • AMBER Ready, Inc • 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.
