REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2004 • Certified Services Inc • Services-management services • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the "Securities Purchase Agreement"), and pursuant to the Note and the Warrants referred to therein.
ContractWarrant Agreement • April 23rd, 2004 • Certified Services Inc • Services-management services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CERTIFIED SERVICES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • April 23rd, 2004 • Certified Services Inc • Services-management services • New York
This Restricted Account Agreement (this "Agreement") is entered into this 15th day of April 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), CERTIFIED SERVICES, INC., a Nevada corporation with offices at 501 NW 21st Avenue, Suite 350, Ft. Lauderdale, FL 33309 (together with its successors and assigns, "CSI"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
ContractSecured Convertible Term Note • April 23rd, 2004 • Certified Services Inc • Services-management services • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CERTIFIED SERVICES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CERTIFIED SERVICES, INC. SECURITIES PURCHASE AGREEMENT April 15, 2004Securities Purchase Agreement • April 23rd, 2004 • Certified Services Inc • Services-management services • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 15, 2004, by and between Certified Services, Inc., a Nevada corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser").
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • April 23rd, 2004 • Certified Services Inc • Services-management services • New York
This Agreement is dated as of the 15th day of April, 2004 among Certified Services, Inc., a Nevada corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Dechert LLP (the "Escrow Agent"):
LAURUS MASTER FUND, LTD.Restricted Account Agreement • April 23rd, 2004 • Certified Services Inc • Services-management services
Reference is made to (i) that certain Securities Purchase Agreement, dated as of April 15, 2004 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and between Certified Services, Inc., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”) and (ii) that certain Restricted Account Agreement, dated as of April 15, 2004 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $7,000,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the Pur
CERTIFIED SERVICES, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • April 23rd, 2004 • Certified Services Inc • Services-management services • New York
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 23rd, 2004 • Certified Services Inc • Services-management services • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Certified Services, Inc., a Nevada corporation (the “Debtor”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of D
