CORPORATE GUARANTYCorporate Guaranty • July 10th, 2007 • Somerset International Group,inc. • Communications equipment, nec • New Jersey
FOR VALUE RECEIVED, the receipt and sufficiency is hereby acknowledged, and with the knowledge that but for this corporate guaranty (this "Guaranty") Keith Kesheneff and Kathryn Kesheneff (collectively, the "Holder") would not enter into that certain Stock Purchase Agreement executed on July 5, 2007 and effective as of June 30, 2007 (the "SPA"), to induce further the Holder to enter into the SPA and to accept the Convertible Promissory Note and any other promissory notes to be made pursuant to the SPA, SECURE SYSTEM, INC., a New Jersey corporation ("Secure") hereby absolutely and unconditionally guarantees certain obligations to the Holder as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 10th, 2007 • Somerset International Group,inc. • Communications equipment, nec • New Jersey
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), which is effective as of June 30, 2007, is executed on the day last set forth below, by and among Secure System, Inc., a New Jersey corporation (hereinafter "Secure" or the "Buyer"), a wholly owned subsidiary of Somerset International Group, Inc., a Delaware corporation (hereinafter "Somerset") and Keith Kesheneff, an individual, and Kathryn Kesheneff, an individual, being all of the shareholders of Meadowlands (hereinafter collectively "Sellers" and each individually, a "Seller").
STOCK PLEDGE AND ESCROW AGREEMENTStock Pledge and Escrow Agreement • July 10th, 2007 • Somerset International Group,inc. • Communications equipment, nec • New Jersey
This Stock Pledge and Escrow Agreement (this "Agreement") is executed on July 5, 2007, is made by and between Secure System, Inc., a New Jersey corporation ("Pledgor"), Keith Kesheneff and Kathryn Kesheneff (collectively referred to as "the Secured Party") and Brown, Moskowitz & Kallen, P.C., solely in its capacity as the escrow agent (the "Escrow Agent").
