REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 15, 2007, by and among THE CERTO GROUP CORP., a Delaware corporation (the "Company"), and the undersigned Buyers listed on Schedule I attached...Registration Rights Agreement • March 21st, 2007 • Certo Group Corp. • Retail-eating & drinking places • New Jersey
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of November 18, 2005 THE CERTO GROUP CORP. (FORMERLY, NATIONAL DIVERSIFIED SERVICES, INC.), a Delaware corporation (the "Company"); the Buyer(s) listed on the...Escrow Agreement • November 23rd, 2005 • Certo Group Corp. • Retail-eating & drinking places • New Jersey
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of August 19, 2005, by and between NATIONAL DIVERSIFIED SERVICES, INC., a Delaware corporation with its principal place of business located at Building...Security Agreement • August 25th, 2005 • National Diversified Services Inc • Blank checks • New Jersey
ASSIGNMENT AND ASSUMPTION AGREEMENT KNOW ALL MEN BY THESE PRESENTS: THAT NADS ACQUISITION CORP. (Formerly, THE CERTO GROUP, INC.) a Delaware corporation (the "Seller"), as of August 19, 2005, for and in consideration of the assumption by NATIONAL...Assignment and Assumption Agreement • August 25th, 2005 • National Diversified Services Inc • Blank checks
AGREEMENTAgreement • March 3rd, 2006 • Certo Group Corp. • Retail-eating & drinking places • New York
SECURITIES PURCHASE AGREEMENT ------------------------------- THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 15, 2007, by and among THE CERTO GROUP CORP., a Delaware corporation (the "Company"), and the Buyers listed on...Securities Purchase Agreement • March 21st, 2007 • Certo Group Corp. • Retail-eating & drinking places • New Jersey
No. CERTO-1-1 $365,000 THE CERTO GROUP CORP. Secured Convertible Debenture Due: March 15, 2010 This Secured Convertible Debenture (the "Debenture") is issued by THE CERTO GROUP CORP., a Delaware corporation (the "Company"), to CORNELL CAPITAL...Certo Group Corp. • March 21st, 2007 • Retail-eating & drinking places
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made as of the 4th day of August, 2005 AMONG: NATIONAL DIVERSIFIED SERVICES, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business...Agreement and Plan of Merger • August 11th, 2005 • National Diversified Services Inc • Blank checks
THE CERTO GROUP, INC. PLACEMENT AGENT AGREEMENTAgent Agreement • August 25th, 2005 • National Diversified Services Inc • Blank checks • New Jersey
WHEREAS:Investor Registration Rights Agreement • November 23rd, 2005 • Certo Group Corp. • Retail-eating & drinking places • New Jersey
STANDBY EQUITY DISTRIBUTION AGREEMENT ------------------------------------- THIS AGREEMENT dated as of the 28th day of April 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and THE CERTO...Equity Distribution Agreement • August 25th, 2005 • National Diversified Services Inc • Blank checks • New Jersey
No. CCP-1 $990,000 NATIONAL DIVERSIFIED SERVICES, INC. Convertible Compensation Debenture Due November 19, 2007 This Convertible Compensation Debenture (the "Debenture") is issued by NATIONAL DIVERSIFIED SERVICES, INC., a Delaware corporation (the...National Diversified Services Inc • August 25th, 2005 • Blank checks
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, by and between National Diversified Services, Inc., a Delaware corporation (the "Company" or "NADS"), and the persons whose names appear on the signature page attached hereto...Registration Rights Agreement • August 15th, 2005 • National Diversified Services Inc • Blank checks • New York
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement"), made and executed as of , 2005 (the "Effective Date"), by and among J & J BAGEL ENTERPRISES, INC., D/B/A THE BAGEL CLUB, a New Jersey corporation ("Seller"), having as its...Asset Purchase Agreement • November 14th, 2005 • National Diversified Services Inc • Retail-eating & drinking places • New Jersey
RECITALS:Business Consultant Services Agreement • August 15th, 2005 • National Diversified Services Inc • Blank checks • New York
AMEDNED AND RESTATED SECURITY AGREEMENT --------------------------------------- THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), is entered into on November 18, 2005, by and between THE CERTO GROUP CORP. (FORMERLY, NATIONAL DIVERSIFIED...Amedned And • November 23rd, 2005 • Certo Group Corp. • Retail-eating & drinking places • New Jersey
ASSIGNMENT OF COLLATERAL AND SURRENDER OF POSSESSIONCerto Group Corp. • January 18th, 2008 • Retail-eating & drinking places
