Unassociated Document


Exhibit
10.06




REGISTRATION
RIGHTS AGREEMENT

 

This
REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as
of this 25th day
of February, 2009 is made by and among Amber Ready, Inc. (formerly Amber Alert
Safety Centers, Inc.), a Nevada corporation (the ?Company?), and John
Thomas Bridge & Opportunity Fund, L.P. (the ?Purchaser?).

 

WHEREAS,
the Purchaser has acquired 750,000 shares of Common Stock pursuant to the Stock
Purchase Agreement (?Shares?), 1,500,000 shares of Common Stock pursuant to the
Amendment Agreement (?Amendment Shares?), may acquire shares of Common Stock
issuable upon conversion of all or a portion of the principal amount of the
Debenture upon an event of default (?Debenture Shares?) and may acquire
additional shares of Common Stock pursuant to Section 2.1(c) of this Agreement
(?Liquidated Damage Shares?); and

 

WHEREAS,
the Company has undertaken to register the resale of the Shares, Amendment
Shares, Debenture Shares, and Liquidated Damage Shares pursuant to the terms set
forth herein.

 

NOW,
THEREFORE, the Company and the Purchaser hereby covenant and agree as
follows:




1.           Definitions. As used
herein, the following terms shall have the following respective
meanings:

 

?Additional Effective
Date? shall mean the date the Additional Registration Statement is
declared effective by the SEC.

 

?Additional Effectiveness
Deadline? shall mean the date which is one hundred and eighty (180)
calendar days after the Additional Filing Date.

 

?Additional Filing
Date? shall mean the date on which the Additional Registration Statement
is filed with the SEC.

 

?Additional Filing
Deadline? shall mean if Registrable Securities are required to be
included in the Additional Registration Statement, the later of (i) ninety (90)
days after the Effective Date or the last preceding Additional Effective Date,
as the case may be, or (ii) six (6) months after the Effective Date or the last
preceding Additional Effective Date in the event the SEC were to deem the former
ninety-day period in (i) as premature for filing the Additional Registration
Statement or (iii) the date which is six (6) weeks after substantially all of
the Registrable Securities registered under the immediately preceding
Registration Statement are sold, as applicable.

 

?Additional Registration
Statement? shall mean a registration statement or registration statements
of the Company filed under the Securities Act covering any Registrable
Securities.

 

?Amendment Agreement?
shall mean the amendment agreement dated as of February 18, 2009 by and between
the Company and the Purchaser, pursuant to which the Purchaser was issued
1,500,000 Amendment Shares.

 

?Amendment Shares?
shall have the meaning set forth in the recitals.

 

?Common Stock? shall
mean the common stock of the Company.

 

?Debenture? shall mean
the a debenture in the principal amount of $740,000, bearing interest at the
rate of 14% per annum issued by the Company to the Purchaser on the date
hereof.

 

?Debenture Shares?
shall mean the shares of Common Stock issued upon a default conversion of all of
or a portion of the principal amount of Debenture.

 

?Effective Date? shall
mean the date the Registration Statement is declared effective by the
SEC.

 

?Effective Deadline?
shall mean the 120th day
after Filing Deadline.

 

?Exchange Act? shall
mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC thereunder, all as the same shall be in effect at the
time.

 

?Filing Deadline?
shall mean April 30, 2009.

 

 







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?Fully Diluted Shares
Outstanding? shall mean the sum of (i) the shares of Common Stock issued
and outstanding and (ii) shares of Common Stock issuable upon exercise or
conversion of outstanding Company derivative securities, to be calculated at the
end of each 30-day period or such shorter period in determining liquidated
damage payments pursuant to Section 2.1(c).

 

?Holder? or ?Holders? shall mean
any person or persons to whom Registrable Securities were originally issued or
qualifying transferees under Section 2.8 hereof who hold Registrable Securities
for purposes of any registration under Section 2.

 

?Liquidated Damage
Shares? shall have the meaning set forth in the recitals.

 

 ?Register,? ?registered? and
?registration?
each shall refer to a registration effected by preparing and filing a
registration statement or statements or similar documents in compliance with the
Securities Act and the declaration or ordering of effectiveness of such
registration statement or document by the SEC.

 

?Registrable
Securities? the Shares, Amendment Shares, Debenture Shares, Liquidated
Damage Shares and the shares of Common Stock issuable in connection with or as a
result of any stock splits, stock dividends, reclassifications,
recapitalizations or similar events; provided,
however,
that shares of Common Stock which are Registrable Securities shall cease to be
Registrable Securities (i) upon their sale pursuant to a registration statement
or Rule 144 under the Securities Act, (ii) upon any sale in any manner to a
person or entity which is not entitled to the rights under this Agreement, or
(iii) at such time as such Registrable Securities become eligible for sale
pursuant to Rule 144 under the Securities Act or another similar exemption under
the Securities Act.

 

?Registration
Statement? shall mean any registration statement of the Company filed
under the Securities Act that covers the resale of any of the Registrable
Securities pursuant to the provisions of this Agreement, amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and material incorporated by reference in such Registration
Statement, as well as any Additional Registration Statement.

 

?Securities Act? shall
mean the Securities Act of 1933, as amended, and the rules and regulations of
the SEC thereunder, all as the same shall be in effect at the applicable
time.

 

?SEC? shall mean the
U.S. Securities and Exchange Commission, or any other federal agency at the time
administering the Securities Act.

 

?Shares? shall mean
the 750,000 shares of Common Stock issued to the Purchaser pursuant to the Stock
Purchase Agreement.

 

?Stock Purchase
Agreement? shall mean the agreement dated the date hereof by and between
the Company and the Purchaser, pursuant to which the Purchaser has acquired
750,000 Shares for $5,000.

 

2.           Registration
Rights.

 

2.1           Demand
Registration.

 

(a)           As
soon as possible after the date hereof, the Company shall file a Registration
Statement with the SEC covering the resale of all of the Registrable
Securities.  The Company shall use commercially reasonable efforts to
have the Registration Statement declared effective as soon as
practicable.  In the event that the Company is unable to register for
resale under Rule 415 all of the Registrable Securities on the Registration
Statement that it has agreed to file pursuant to Section 2(a) due to limits
imposed by the SEC?s interpretation of Rule 415, then the Company shall be
obligated to include in such Registration Statement (as withdrawn and refiled if
necessary to comply with Rule 415) only such limited portion of the Registrable
Securities as the SEC shall permit.  Any exclusion of Registrable
Securities shall be made pro rata among the Holders in proportion to the number
of Registrable Securities held by such Holders.  Any request for
acceleration of the Registration Statement shall seek effectiveness at 5:00
p.m., New York time, or as soon thereafter as practicable.  The
Company shall notify the Holders by facsimile or e-mail as soon as promptly
practicable, and in any event, prior to 9:00 a.m., New York time, on the day
after any Registration Statement is declared effective, shall file with the SEC
under Rule 424 a final prospectus as promptly as practicable, and in any event,
prior to 9:00 a.m., New York time, on the day after any Registration Statement
is declared effective.

 

(b)           The
Company shall prepare, and, as soon as practicable but in no event later than
the Additional Filing Deadline, file with the SEC an Additional Registration
Statement on Form S-1 (or Form S-3, if applicable) covering the resale of all of
the Registrable Securities not previously registered in a Registration Statement
or a preceding Additional Registration Statement as the case may
be.  To the extent the SEC does not permit the aforesaid Registrable
Securities to be registered on an Additional Registration Statement, the Company
shall file Additional Registration Statements successively trying to register on
each such Additional Registration Statement the maximum number of remaining
Registrable Securities until the resale of the remaining Registrable Securities
have been registered with the SEC.  The Company shall use its
commercially reasonable efforts to have each Additional Registration Statement
declared effective by the SEC as soon as practicable, but in no event later than
the Additional Effectiveness Deadline.  By 9:00 a.m. New York time on
the business day following the Additional Effective Date, the Company shall file
with the SEC in accordance with Rule 424 the final prospectus to be used in
connection with sales pursuant to such Additional Registration
Statement.

 

 







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(c)           If a Registration Statement or
Additional Registration Statement covering the Registrable Securities is not
filed with the SEC on or prior to the Filing Deadline or Additional Filing
Deadline, respectively, the Company will make pro rata payments to each Holder,
as liquidated damages and not as a penalty, in an aggregate amount equal to 2%
of the Fully Diluted Shares Outstanding for each 30-day period or pro rata for
any portion thereof following the Filing Deadline or Additional Filing Deadline
for which no Registration Statement or Additional Registration Statement, as the
case may be, is filed with respect to the Registrable Securities.  If
a Registration Statement or Additional Registration Statement covering the
Registrable Securities is not declared effective by the SEC prior to the earlier
of (i) five (5) business days after the SEC shall have informed the Company that
there will be no further comments on the Registration Statement, or the
Additional Registration Statement, as the case may be, (ii) the Effective
Deadline or (iii) an Additional Effectiveness Deadline (either (i), (ii) or
(iii) shall be deemed the ?Effectiveness Deadline?), the Company will make pro
rata payments to each Holder, as liquidated damages and not as a penalty, in an
aggregate amount equal to 2% of the Fully Diluted Shares Outstanding for each
30-day period or pro rata for any portion thereof following the Effectiveness
Deadline for which no Registration Statement is declared effective with respect
to the Registrable Securities; provided, however, that no such damages shall
apply to the extent the delay is caused by any act or omission of the Holder in
furnishing information needed to register the shares.

 

Such issuance shall constitute the
Holders exclusive remedy for such events, but shall not affect the right of the
Holders to seek injunctive relief.  Such issuance shall be made to
each Holder via delivery of a Common Stock certificate within five (5) business
days of such event.

 

(d)  Notwithstanding
the provisions of this Section 2.1, in no event shall the Company be liable for
liquidated damages in the event that the Company is unable to register for
resale all of the Registrable Securities on the Registration Statement that it
has agreed to file pursuant to Section 2(a) due to limits imposed by the SEC?s
interpretation of Rule 415 provided, however, in such event, the Company shall
timely file and obtain effectiveness of an Additional Registration Statement
pursuant to the provisions of Section 2(b).

 

2.2           Company
Obligations.

 

The
Company will use commercially reasonable efforts to effect the registration of
the Registrable Securities in accordance with the terms hereof, and pursuant
thereto the Company will, as expeditiously as possible:

 

(a)           use
commercially reasonable efforts to cause such Registration Statement to
become  effective at 5:00 p.m.,  New York time, or as soon
thereafter as practicable and to remain continuously effective until the
Registrable Securities cease to be Registrable Securities (the ?Effectiveness
Period?), and advise the Purchaser in writing when the Effectiveness Period has
expired;




(b)           prepare
and file with the SEC such amendments and post-effective amendments to the
Registration Statement and the Prospectus as may be necessary to keep the
Registration Statement effective for the Effectiveness Period and to comply with
the provisions of the Securities Act and the Exchange Act with respect to the
distribution of all of the Registrable Securities covered thereby;




(c)           provide
copies to Holders counsel to review each Registration Statement and all
amendments and supplements thereto no fewer than three (3) business days prior
to their filing with the SEC and not file any document to which such counsel
reasonably objects;




(d)           furnish
to the Holders counsel (i) promptly after the same is prepared and publicly
distributed, filed with the SEC, or received by the Company (but not later than
two (2) Business Days after the filing date, receipt date or sending date, as
the case may be) one (1) copy of any Registration Statement and any amendment
thereto, each preliminary prospectus and Prospectus and each amendment or
supplement thereto, and each letter written by or on behalf of the Company to
the SEC or the staff of the SEC, and each item of correspondence from the SEC or
the staff of the SEC, in each case relating to such Registration Statement
(other than any portion of any thereof which contains information for which the
Company has sought confidential treatment), and (ii) such number of copies of a
Prospectus, including a preliminary prospectus, and all amendments and
supplements thereto and such other documents as each Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Holder that are covered by the related Registration
Statement;




(e)           use
commercially reasonable efforts to (i) prevent the issuance of any stop order or
other suspension of effectiveness and, (ii) if such order is issued, obtain the
withdrawal of any such order at the earliest possible moment;




(f)           prior
to any public offering of Registrable Securities, use best efforts to (i)
register or qualify or cooperate with the Holders and their counsel in
connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or blue sky laws of such jurisdictions
requested by the Holders and (ii) do any and all other acts or things necessary
or advisable to enable the distribution in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided, however, that the
Company shall not be required in connection therewith or as a condition thereto
to (i) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 2.2(f), (ii) subject itself to
general taxation in any jurisdiction where it would not otherwise be so subject
but for this Section 2.2(f), or (iii) file a general consent to service of
process in any such jurisdiction;

 

 







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(g)           use
commercially reasonable efforts to cause all Registrable Securities covered by a
Registration Statement to be listed on each securities exchange, interdealer
quotation system or other market on which similar securities issued by the
Company are then listed;




(h)           immediately
notify the Holders, at any time prior to the end of the Effectiveness Period,
upon discovery that, or upon the happening of any event as a result of which,
the Prospectus includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
and promptly prepare, file with the SEC and furnish to such holder a supplement
to or an amendment of such Prospectus as may be necessary so that such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;
and




(i)           otherwise
use best efforts to comply with all applicable rules and regulations of the SEC
under the Securities Act and the Exchange Act, including, without limitation,
Rule 172 under the Securities Act, file any final Prospectus, including any
supplement or amendment thereof, with the SEC pursuant to Rule 424 under the
Securities Act, promptly inform the Holders in writing if, at any time during
the Effectiveness Period, the Company does not satisfy the conditions specified
in Rule 172 and, as a result thereof, the Holders are required to deliver a
Prospectus in connection with any disposition of Registrable Securities and take
such other actions as may be reasonably necessary to facilitate the registration
of the Registrable Securities hereunder.




2.3           Obligations of
Holders.




(a)           Each
Holder shall furnish in writing to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it, as shall be reasonably
required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request.  At least ten (10) business days prior to the
first anticipated filing date of any Registration Statement, the Company shall
notify each Holder of the information the Company requires from such Holder if
such Holder elects to have any of the Registrable Securities including in the
Registration Statement.  A Holder shall provide such information to
the Company at least two (2) business days prior to the first anticipated filing
date of such Registration Statement if such Holder elects to have any of the
Registrable Securities included in the Registration Statement.




(b)           Each
Holder, by its acceptance of the Registrable Securities agrees to cooperate with
the Company as reasonably requested by the Company in connection with the
preparation and filing of a Registration Statement hereunder, unless such Holder
has notified the Company in writing of its election to exclude all of its
Registrable Securities from such Registration Statement.




2.4           Expenses of
Registration.

 

All
expenses incurred in connection with any registration, qualification or
compliance pursuant to Section 2 hereof, including without limitation, all
registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company and expenses of any special audits
incidental to or required by such registration, shall be borne by the Company
except as follows:

 

(a)           the
Company shall not be required to pay fees or disbursements of legal counsel of
the Holders other than one special counsel to represent all Holders to be
selected by a majority of the Holders participating in the registration as set
forth in Section 2.1 hereof, provided,
however,
that in no event shall the Company be required to reimburse legal fees in excess
of $3,750 per registration statement; and

 

(b)           the
Company shall not be required to pay underwriters? fees, discounts or
commissions relating to Registrable Securities.

 

All
expenses of any registered offering not otherwise borne by the Company shall be
borne pro rata among the Holders participating in the offering (and the Company,
if it is selling securities in the offering) on the basis of the number of
shares registered.

 

2.5           Indemnification and
Contribution

 

(a)           The
Company will indemnify and hold harmless each Holder of the Registrable
Securities covered by a registration, each other person, if any, who controls
such Holder within the meaning of the Securities Act, with respect to which such
registration, qualification or compliance that has been effected pursuant to
Section 2 hereof, and each underwriter, if any, and each person who controls any
underwriter of the Registrable Securities held by or issuable to such Holder
from and against all claims, losses, expenses, damages and liabilities (or
actions in respect thereto) arising out of or based upon (i) any untrue
statement (or alleged untrue statement) of a material fact contained in any
prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, (ii) the omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) any violation
by the Company of any rule or regulation promulgated under the Securities Act or
any state securities law applicable to the Company and relating to action or
inaction required by the Company in connection with any such registration,
qualification or compliance, and will reimburse each such Holder, each of its
officers, directors, manager, members and partners, and each person controlling
such Holder, each such underwriter and each person who controls any such
underwriter, for any reasonable legal and other expenses reasonably incurred by
it in connection with investigating, defending or settling any such claim, loss,
damage, liability or action; provided, however, that the indemnity agreement
contained in this Section 2.5 shall not apply to amounts paid in settlement of
any such claim, loss, damage, liability, or action if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld), and provided, further, that the Company will not be
liable in any such case if and to the extent that any such loss, claim, damage
or liability arises out of or is based upon the Company?s reliance on an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by any such Holder, any such underwriter
or any such controlling person in writing specifically for use in such
registration statement or prospectus and the Company shall not be liable in any
such case to the extent that any such loss, claim, damage or liability (or
action in respect thereof) arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission in such registration
statement, which untrue statement or alleged untrue statement or omission or
alleged omission is completely corrected in an amendment or supplement to the
registration statement and the undersigned indemnitees thereafter fail to
deliver or cause to be delivered such registration statement as so amended or
supplemented prior to or concurrently with the sale of the Registrable
Securities to the person asserting such loss, claim, damage or liability (or
actions in respect thereof) or expense after the Company has furnished the
undersigned with the same.

 

 







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(b)           Each
Holder of Registrable Securities covered by a registration statement shall,
severally and not jointly, indemnify and hold harmless the Company, each of its
directors and officers, each underwriter, if any, of the Company?s securities
covered by such a registration statement, each person who controls the Company
within the meaning of the Securities Act, and each other such Holder, each of
its officers, directors, managers, members and partners and each person
controlling such other Holder, against all claims, losses, expenses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company, such other Holders, such directors,
officers, mangers, members, partners, persons or underwriters for any reasonable
legal or any other expenses incurred in connection with investigating, defending
or settling any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by an instrument
duly executed by such Holder specifically for use therein; provided, however,
the total amount for which any Holder shall be liable under this Section 2.5(b)
shall not in any event exceed the aggregate proceeds received by such Holder
from the sale of Registrable Securities held by such Holder in such
registration.

 

(c)           Each
party entitled to indemnification under Section 2.5 hereof (the ?Indemnified
Party?) shall give notice to the party required to provide indemnification (the
?Indemnifying Party?) promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting there from, provided, that counsel for the Indemnifying Party, who
shall conduct the defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and the
Indemnified Party may participate in such defense at such party?s expense, and
provided, further, that the failure of any Indemnified Party to give notice as
provided herein, shall not relieve the Indemnifying Party of its obligations
hereunder, unless such failure resulted in actual detriment to the Indemnifying
Party. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.

 

(d)           In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) any Holder of Registrable
Securities exercising rights under this Agreement, or any controlling person of
any such holder, makes a claim for indemnification pursuant to Section 2.5
hereof but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that Section 2.5 hereof provides
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any such selling Holder or any such controlling
person in circumstances for which indemnification is provided under Section 2.5
hereof; then, and in each such case, the Company and such Holder will contribute
to the aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion so that such Holder
is responsible for the portion represented by the percentage that the public
offering price of its Registrable Securities offered by the registration
statement bears to the public offering price of all securities offered by such
registration statement, and the Company is responsible for the remaining
portion; provided, that, in any such case, (A) no such Holder will be required
to contribute any amount in excess of the public offering price of all such
Registrable Securities offered by it pursuant to such registration statement and
(B) no person or entity guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person or entity who was not guilty of such fraudulent
misrepresentation.

 

2.6           Information by
Holder.

 

Each
Holder of Registrable Securities included in any registration shall promptly
furnish to the Company such information regarding such Holder or Holders as the
Company may request in writing and as shall be required in connection with any
registration, qualification or compliance referred to herein.

 

2.7           Rule 144
Reporting.

 

With a
view to making available to Holders the benefits of certain rules and
regulations of the SEC, which may permit the sale of the Registrable Securities
to the public without registration, the Company shall use its best efforts
to:

 

(a)           make
and keep public information available, as those terms are understood and defined
in SEC Rule 144 under the Securities Act;

 

(b)           use
its best efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act;

 

(c)           so
long as a Holder owns any Registrable Securities, to furnish to such Holder
forthwith upon request a written statement by the Company as to its compliance
with the reporting requirements of said Rule 144, and of the Securities Act and
the Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company as the
Holder may reasonably request in writing in complying with any rule or
regulation of the SEC allowing the Holder to sell any such securities without
registration.

 

2.8           Assignment of Registration
Rights.

 

The
rights to have the Company register Registrable Securities pursuant to this
Agreement may be assigned by the Holders to transferees or assignees of such
Securities; provided, that the Company is, within a reasonable time after such
transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; and provided, further, that the
transferee or assignee of such rights assumes in writing the obligations of such
Holder under this Agreement. The term ?Holder(s)? as used in this Agreement
shall include such permitted assigns.

 

2.9           Waivers and
Amendments.

 

With the
written consent of the Holders of more than 50% of the Registrable Securities
then outstanding and the Company, the obligations of the Company and the rights
of the Holders of the Registrable Securities pursuant to Section 2 hereof may be
waived (either generally or in a particular instance, either retroactively or
prospectively and either for a specified period of time or indefinitely), and
with the same consent, the Company, when authorized by resolution of its Board
of Directors, may enter into a supplementary agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of Section 2 hereof; provided, however, that no such modification, amendment or
waiver shall reduce the percentage of the Holders of Registrable Securities
required to amend or modify Section 2 hereof unless the consent of a majority of
the Holders of the Registrable Securities then outstanding has been obtained.
Upon the effectuation of each such waiver, consent, agreement of amendment or
modification, the Company shall promptly give written notice thereof to the
record Holders of the Registrable Securities who have not previously consented
thereto in writing.

 

3.           Changes in Capital
Stock.

 

If, and
as often as, there is any change in the capital stock of the Company by way of a
stock split, stock dividend, combination or reclassification, or through a
merger, consolidation, reorganization or recapitalization, or by any other
means, appropriate adjustment shall be made in the provisions hereof so that the
rights and privileges granted hereby shall continue as so changed.

 

4.           Representations, Warranties
and Covenants of the Company.

 

 







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The
Company represents and warrants to the Holders as follows:

 

(a)           The
execution, delivery and performance of this Agreement by the Company have been
duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
Articles of Incorporation or By-laws of the Company or any provision of any
indenture, agreement or other instrument to which it or any or its properties or
assets is bound, conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such indenture, agreement
or other instrument or result in the creation or imposition of any lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of
the Company or its subsidiaries.

 

(b)           This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company, enforceable in
accordance with its terms, subject to any applicable bankruptcy, insolvency or
other laws affecting the rights of creditors generally and to general equitable
principles and the availability of specific performance.

 

The
Company covenants to the Holders as follows:

 

(a)           Prior
to closing on any reorganization, merger or other transaction in which the
Company (or its parent as a result of such transaction) becomes subject to the
reporting obligations of the Exchange Act, the Company will require its parent
or the surviving entity to assume the obligations of the Company pursuant to
this Agreement.

 

5.           Miscellaneous.

 

(a)           Notices. Any notice
required or permitted by any provision of this Agreement shall be given in
writing, and shall be delivered either personally or by registered or certified
mail, postage prepaid, addressed (i) in the case of the Company, to Amber Ready,
Inc., 101 Roundhill Drive, 2nd Floor, Rockaway, NJ 07866, Attention: Kai
Patterson, fax: (973) 532 - 0794 (ii) in the case of any Holder which or who is
an original party to this Agreement at the address of such Holder as set forth
in the records of the Company or such other address for such Holder(s) as shall
be designated in writing from time to time by such Holder(s); and (iii) in the
case of any permitted transferee of a party to this Agreement or its transferee,
to such transferee at its address as designated in writing by such transferee to
the Company from time to time.

 

(b)           Binding Effect. This
Agreement and each and every term, covenant and condition thereof, including all
restrictions herein contained upon the sale, transfer, assignment or other
disposition or encumbrance of stock, shall be binding upon and inure to the
benefit of the transferees, legatees, donees, heirs, executors, administrators,
personal representatives, successors and assigns of each of the
parties.

 

(c)           Entire Agreement.
This instrument contains the entire understanding of the parties with respect to
the subject matter hereof and supersedes any prior agreements with respect to
such subject matter.

 

(d)           Governing Law. 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 Harris
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.

 

(e)           Severability. The
invalidity or unenforceability of any provision hereof shall not in any way
affect the validity or enforceability of any other provision.

 

(f)           Successors. Except as
otherwise expressly provided herein, the provisions hereof shall inure to the
benefits of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.

 




 

[signature
page follows]

 




 




6








 





IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement effective as of the day and year first above written.

 

AMBER
READY, INC.

 

By: /s/ KAI
PATTERSON

Name:  Kai
Patterson

Title:    Chief
Executive Officer







JOHN
THOMAS BRIDGE & OPPORTUNITY FUND, L.P.




By: /s/ GEORGE R. JARKESY,
JR.

Name:  George
R. Jarkesy, Jr.

Title:    Managing
Member of the General Partner





 

 

 

 

7