ex1037.htm


    Exhibit
10.37

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN SECURED BY SUCH SECURITIES.

    


    Original
Issue Date: December 31,
2009

    


    $35,000

    


    


    DEBENTURE

    


    THIS
DEBENTURE of Amber Ready, Inc. (formerly Alert Safety Centers, Inc.), a Nevada
corporation, having a principal place of business at 101 Roundhill Drive, 2nd
Floor, Rockaway, NJ 07866 (the “Company”), designated
as its  Debenture (the “Debenture”), due upon the earlier of (i) the
closing of a debt or equity financing by the Company of up to $100,000;
or  the release of at least $100,000 from the Company’s escrow account
at Signature Bank, or (iii) December 31, 2010 (the “Maturity
Date”).

    


    FOR VALUE
RECEIVED, the Company promises to pay to John Thomas Bridge & Opportunity
Fund, L.P. or its registered assigns (the “Holder”), the
principal  and interst of  $55,000 in cash on the Maturity
Date.

    


    Section
1.                      This
Debenture is exchangeable for an equal aggregate principal amount of Debentures
of different authorized denominations, as requested by the Holder surrendering
the same.  No service charge will be made for such registration of
transfer or exchange.

    


    Section
2.                        Prior
to due presentment to the Company for transfer of this Debenture, the Company
and any agent of the Company may treat the Person in whose name this Debenture
is duly registered on the Debenture register as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Debenture is overdue, and neither the Company nor any such agent shall
be affected by notice to the contrary.

     

     

     

    
      
        
        

      

      
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    Section
3.                      Events of
Default.

    


    (a)           “Event of Default”,
wherever used herein, means any one of the following events (whatever the reason
and whether it shall be voluntary or involuntary or effected by operation of law
or pursuant to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body):

    


    (i) any
default in the payment of the principal amount of this Debenture when the same
shall become due and payable, either at Maturity or by acceleration or
otherwise; or

    


    (ii) default
shall be made in the payment of interest on this Debenture when the same becomes
due and payable and the default continues for a period of five
(5)  business days; or

    


    (iii)           the
Company shall fail to observe or perform any other covenant or agreement
contained in this Debenture or any of the other Transaction Documents which
failure is not cured, if possible to cure, within 10 calendar days after written
notice of such default is sent by the Holder or by any other holder to the
Company; or

    


    (iv)           the
Company shall commence, or there shall be commenced against the Company a case
under any applicable bankruptcy or insolvency laws as now or hereafter in effect
or any successor thereto, or the Company  commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Company or there
is commenced against the Company any such bankruptcy, insolvency or other
proceeding which remains undismissed for a period of 60 days; or the Company is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the
Company  suffers any appointment of any custodian or the like for it
or any substantial part of its property which continues undischarged or unstayed
for a period of 60 days; or the Company makes a general assignment for the
benefit of creditors; or the Company shall fail to pay, or shall state that it
is unable to pay, or shall be unable to pay, its debts generally as they become
due; or the Company; or any corporate or other action is taken by the Company or
any subsidiary thereof for the purpose of effecting any of the foregoing;
or

    


    
      	
               
      

            	
              (v)

            	
              default
      shall occur with respect to any indebtedness for borrowed money of the
      Company or under any agreement to which the Company is a party and such
      default shall exceed $75,000; or

            


    

    


    (vi) default
with respect to any contractual obligation of the Company under or pursuant to
any contract, lease, or other agreement to which the Company is a party and such
default shall continue for more than the period of grace, if any, therein
specified, if the aggregate amount of the Company’s contractual liability
arising out of such default exceeds or is reasonably estimated to exceed
$75,000; or

     

     

    
      
        
        

      

      
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    (vii)           final
judgment for the payment of money in excess of $75,000 shall be rendered against
the Company and the same shall remain undischarged for a period of 60 days
during which execution shall not be effectively stayed; or

    


    (viii)           any
failure to pay non-executive employee wages.

    


    Section
4.    This Debenture is a direct obligation of the
Company, and the obligation of the Company to repay this Debenture is absolute
and unconditional, but is expressly subordinated to all currently outstanding
secured indebtedness of the Company outstanding on the date hereof.

    


              Section
5.    Any payment made by the Company to the
Investor, on account of this Debenture shall be applied in the following order
of priority: (i) first, to any amounts other than principal and accrued
interest, if any, hereunder, (ii) second, to accrued interest, if any, through
and including the date of payment, and (iv) then, to principal of the
Debenture.

    


              Section
6.   The outstanding principal of the loan evidenced by
this Debenture may not be prepaid, except as set forth in Section 7
hereof.

    


              Section
7.   In the event of a Change of Control taking place,
Holder, at its option, will have the right (a) immediately prior to the Change
in Control, to convert the Debenture into securities of the Company of the same
class as those held by the persons acquiring control of the Company, or (b) to
require the Company, upon the Change in Control, to purchase the Debenture at a
purchase price of 125% of the price, plus accrued interest.  The
Company shall give Holder 20 days notice prior to the event of a Change of
Control.

    


    Section
8.    This  interpreted in accordance with the
laws of the State of New York, without giving effect to the principles thereof
regarding the conflict of laws. Each of the parties consents  state courts of the State of Texas
located in Harris County and the United States District Court for the Southern
District of Texas in connection with any dispute arising under this Debenture
and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non convenes, to the bringing of any such
proceeding in such jurisdictions. To the extent determined by such court, the
Company shall reimburse the Holder for any reasonable legal fees and
disbursements incurred by the Holder in enforcement of or protection of any of
its rights under this Debenture. The Company and the Holder hereby waive a trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other in respect of any matter arising out of or in
connection with this Debenture.

    


               Section
9.   If this Debenture shall be mutilated, lost, stolen or
destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Debenture, or in lieu of or in
substitution for a lost, stolen or destroyed Debenture, a new Debenture for the
principal amount of this Debenture so mutilated, lost, stolen or destroyed but
only upon receipt of evidence of such loss, theft or destruction of such
Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.

     

     

    
      
        
        

      

      
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    Section
10.  If any provision of this Debenture is invalid, illegal or
unenforceable, the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.  If it shall
be found that any interest or other amount deemed interest due hereunder
violates applicable laws governing usury, the applicable rate of interest due
hereunder shall automatically be lowered to equal the maximum permitted rate of
interest. The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other
law which would prohibit or forgive the Company from paying all or any portion
of the principal of or interest on this Debenture as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this indenture, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has
been enacted.

    


    Section
11.   Definitions.  For
the purposes hereof, in addition to the terms defined elsewhere in this
Debenture, the following terms shall have the following meanings:

    


    “Business Day” means
any day except Saturday, Sunday and any day which shall be a federal legal
holiday in the United States or a day on which banking institutions in the State
of Texas are authorized or required by law or other government action to
close.

    


    “Change of Control” as
used herein shall mean the occurrence of the following events:

    


    (i)           A
sale, transfer, or other disposition by the Company through a single transaction
or a series of transactions occurring within a 90-day period of securities of
the Company representing Beneficial Ownership (as defined below) of fifty (50%)
percent or more of the combined voting power of the Company then outstanding
securities to any “Unrelated Person” or “Unrelated Persons” acting in concert
with one another.  For purposes of this definition, the term “Person”
shall mean and include any individual, partnership, joint venture, association,
trust corporation, or other entity [including a “group” as referred to in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“1934
Act”)].  For purposes of this definition, the term “Unrelated Person”
shall mean and include any Person other than the Company, a wholly-owned
subsidiary of the Company, an existing shareholder, or an employee benefit plan
of the Company; provided however, a sale of the Company’s securities in a
capital raising transaction shall not be a Change of Control.

    


    (ii)           A
sale, transfer, or other disposition through a single transaction or a series of
transactions occurring within a 90-day period of all or substantially all of the
assets of the Company to an Unrelated Person or Unrelated Persons acting in
concert with one another.

     

     

     

    
      
        
        

      

      
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    (iii)           A
change in the ownership of the Company through a single transaction or a series
of transactions occurring within a 90-day period such that any Unrelated Person
or Unrelated Persons acting in concert with one another become the “Beneficial
Owner,” directly or indirectly, of securities of the Company representing at
least fifty-one (51%) percent of the combined voting power of the Company then
outstanding securities.  For purposes of this Agreement, the term
“Beneficial Owner” shall have the same meaning as given to that term in Rule
13d-3 promulgated under the 1934 Act, provided that any pledgee of voting
securities is not deemed to be the Beneficial Owner of the securities prior to
its acquisition of voting rights with respect to the securities.

    


    (iv)           Any
consolidation or merger of the Company with or into an Unrelated Person, unless
immediately after the consolidation or merger the holders of the Common Stock of
the Company immediately prior to the consolidation or merger are the beneficial
owners of securities of the surviving corporation representing at least
fifty-one (51%) percent of the combined voting power of the surviving
corporation’s then outstanding securities.

    


    “Person” means a
corporation, an association, a partnership, organization, a business, an
individual, a government or political subdivision thereof or a governmental
agency.

    


    IN
WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a
duly authorized officer as of the date first above indicated.

     

    
      
        	 AMBER READY,
    INC.	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 	 	
                 

              	 
	
                Name

              	 	 	
                 

              	 
	
                Title 

              	 	 	
                 

              	 


      

    

     

     

    
 

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