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 DIVERSIFIED SERVICES, INC. (the "Buyer") of all
rights and obligations of the Seller pursuant to that certain Standby Equity
Distribution Agreement dated April 28, 2005 between the Seller and Cornell
Capital Partners, LP and the agreements related to the Standby Equity
Distribution Agreement, that certain Security Agreement (the "Security
Agreement") dated as of April 28, 2005, by and between the Seller and XXXXXXXXXX
EQUITY PARTNERS, LTD (the "Investor"), and all promissory notes ("Promissory
Notes") and other agreements executed or delivered in connection therewith,
including, without limitation, the promissory note in the principal amount of
$600,000 issued to the Investor by the Seller on April 28, 2005 (collectively,
the "Certo Rights and Obligations"), and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and confessed, has:
GRANTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED and DELIVERED and does by
these presents GRANT, SELL, ASSIGN, TRANSFER, CONVEY and DELIVER unto the Buyer,
all right, title and interest of Seller in and to the Certo Rights and
Obligations. The Seller shall not be released from any of the Obligations owed
to the Investor under the Security Agreement and the Promissory Notes.
TO HAVE AND TO HOLD, the Certo Rigths and Obligations and all such other
property as is hereinabove described unto Buyer and Buyer's successors, legal
representatives and assigns, forever.
AND Seller does covenant to and with Buyer that it is the lawful owner of
the rights contained in the Certo Rights and Obligations, that they are free
from all liens and encumbrances, that it has good right to sell the same, that
it will defend the same from the claims of all others, and that it has not
previously assigned, conveyed or transferred any Certo Rights and Obligations.
Within five (5) business days after Buyer's request, Seller shall execute
and deliver to Buyer or any designee of Buyer any and all such further documents
as Buyer may reasonably require to effectuate the transfer, assignment and
conveyance contemplated hereby, including without limitation, any and all
documents required by any governmental entity or any third party.
By its execution hereof, Buyer hereby accepts the transfer, assignment and
conveyance of the Certo Rights and Obligations and expressly assumes all of the
Certo Rights and Obligations as if the Buyer had been the original signatory to
the Security Agreement, Promissory Notes and all agreements executed or
delivered in connection therewith.
Section 12.4(c)(ii) of the Standby Equity Distribution Agreement shall be
deleted in its entirety and replaced with the following:
(ii) The Company shall issue to the Investor a convertible compensation
debenture in the amount of Nine Hundred Ninety Thousand Dollars ($990,000)
which shall be convertible into shares of common stock of National
Diversified Services, Inc (the "Investor's Shares") at a conversion price
equal to post split price of $0.80 per share.
All of the covenants, terms and conditions set forth herein shall be binding
upon, and inure to the benefit of, the parties hereto, and their respective
successors, personal and legal representatives, heirs, devisees and assigns.
SIGNATURE PAGE TO FOLLOW
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment and
Assumption Agreement as of the date first above written.
Seller:
NADS ACQUISITION CORP.
(FORMERLY, THE CERTO GROUP, INC.)
By: /s/ Xxxxxxx Xxxxx
-------------------
Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer
Buyer:
NATIONAL DIVERSIFIED SERVICES, INC.
By: /s/ Xxxxxxx Xxxxx
-------------------
Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer
XXXXXXXXXX EQUITY PARTNERS, LTD.
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
-----------------
Name: Xxxx Xxxxxx
Title: Portfolio Manager
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
-----------------
Name: Xxxx Xxxxxx
Title: Portfolio Manager
