AMENDMENT NO. 2 TO THE SECURITY AGREEMENT
Exhibit
10.13
AMENDMENT NO. 2 TO THE
SECURITY AGREEMENT
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 ▇▇▇▇
▇▇▇▇▇▇ 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”).
W I T N E
S S E T H:
WHEREAS,
on the date hereof, Secured Party has agreed to loan Debtor an additional
$200,000, in the form of an additional debenture, dated of even date herewith
(“Additional Debenture”);
WHEREAS,
the Additional Debenture is being acquired by Secured Party pursuant to an
additional Purchase Agreement, dated of even date herewith (Additional Purchase
Agreement”)
WHEREAS,
Debtor will derive substantial benefit and advantage from the financial
accommodations to Debtor set forth in the Additional Purchase
Agreement.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Section
1. Capitalized terms used herein without definition and defined in
the Additional Purchase Agreement are used herein as defined
therein.
Section
2. The definition of Debenture as used in the Agreement is hereby
amended to include the Additional Debenture.
Section
3. The definition of Purchase Agreement is hereby amended to include
the Additional Purchase Agreement.
Section
4. The definition of Transactional Documents is hereby amended to
include the Additional Debenture, the Additional Purchase Agreement and the
agreements contemplated therein.
Section
5. Miscellaneous.
5.1 Governing
Law. This Amendment shall be governed by and construed in
accordance with the internal laws and decisions of the State of Texas applicable
to contracts made and to be performed in that State, without regard to conflict
of law principles thereof that would result in the application of the laws of
any jurisdiction other than the State of Texas.
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5.2 SUBMISSION TO JURISDICTION;
WAIVER OF VENUE; SERVICE OF PROCESS. (A) DEBTOR
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR STATE OF TEXAS COURT SITTING IN THE CITY OF HOUSTON, COUNTY OF
▇▇▇▇▇▇ IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT
AND DEBTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF SECURED
PARTY TO BRING PROCEEDINGS AGAINST ANY DEBTOR IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY A DEBTOR AGAINST SECURED
PARTY, ANY BUYER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTION WITH THIS AMENDMENT
SHALL BE BROUGHT ONLY IN A COURT IN HOUSTON, TEXAS (AND SECURED PARTY AND BUYERS
HEREBY SUBMIT TO THE JURISDICTION OF SUCH COURT). EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH
PARTY AT THE ADDRESS FOR NOTICES TO IT IN ACCORDANCE WITH SECTION 5.3
OF THIS AMENDMENT AND AGREES THAT SUCH NOTICE SHALL CONSTITUTE GOOD
AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW.
5.3 WAIVER OF RIGHT TO TRIAL BY
JURY. DEBTOR AND SECURED PARTY EACH WAIVE THEIR RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN
ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS, OR OTHERWISE. DEBTOR AND SECURED PARTY
EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT
TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES
FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY
OPERATION OF THIS SECTION AS TO ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY PROVISION
HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AMENDMENT.
5.4 Joint and
Several. The obligations, covenants and agreements of Debtor
hereunder shall be the joint and several obligations, covenants and agreements
of Debtor, whether or not specifically stated herein.
5.5 No Strict
Construction. The language used in this Amendment will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any
party.
5.6 Entire
Agreement. This Amendment supersedes all other prior oral or
written agreements between Debtor, Secured Party and their affiliates and
persons acting on their behalf with respect to the matters discussed herein, and
this Amendment and the Transaction Documents and instruments referenced herein
and therein contain the entire understanding of the parties with respect to the
matters covered herein and therein.
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Remainder of Page Intentionally Left Blank; Signature Page Follows
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
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DEBTOR:
AMBER READY, INC., a
Nevada corporation
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By:
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/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| Title: Chief Executive Officer | |||
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SECURED
PARTY:
▇▇▇▇ ▇▇▇▇▇▇ BRIDGE &
OPPORTUNITY FUND, L.P., a Delaware limited
partnership
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ | |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ | |||
| Title: Managing Member of the General Partner | |||
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