COMPLIANCE SYSTEMS CORPORATION a Nevada corporation (the “Company”), has issued or shall issue to Senior Creditor on or about the date hereof, a debenture which is secured by assets and property of the Company.
COMPLIANCE SYSTEMS CORPORATION. Ladies and Gentlemen: We are counsel to Compliance Systems Corporation, a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the investors named therein (collectively, the “Investors”) pursuant to which the Company issued to the Investors shares of its Common Stock, par value $0.001 per share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Investors (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange SEC (the “SEC”) relating to the Registrable Securities which names each of the Investors as a selling stockholder there under. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement. Very truly yours, [Law Firm] By: _____________________________________
COMPLIANCE SYSTEMS CORPORATION. By: -------------------------- Print Name: ------------------------ Its: ------------------------- SELLER: --------------------- CARY CHAN GSA COMMUNICATIONS, INC., but only for the limited xxxxxxx xf affirming the representations and warranties set forth in this agreement by the Company
COMPLIANCE SYSTEMS CORPORATION. By: ----------------------------- Name: Dean Garfinkel Title: President SECURED PARTY: MONTGOMERY EQUITY PARTNERS, LTD. By: Yorkville Advisors, LLC Its: General Partner By: ----------------------------- Name: Mark Angelo Title: Portfolio Manager EXHIBIT A DEFINITION OF PLEDGED PROPERTY For the purpose of securing prompt and complete payment and performance by the Company of all of the Obligations, the Company unconditionally and irrevocably hereby grants to the Secured Party a continuing security interest in and to, and lien upon, the following Pledged Property of the Company:
COMPLIANCE SYSTEMS CORPORATION. By: ----------------------------------- Name: Dean Garfinkel Title: Chairman -------------------------------------- David Gonzalez, Esq. XXXXXXXXXGED, AGREED TO AND ACCEPTED: WEST COAST STOCK TRANSFER, INC. By:_________________________________ Name:_______________________________ Title:______________________________ SCHEDULE I SCHEDULE OF BUYERS Address/Facsimile Name Signature Number of Buyers ---- --------- ----------------- Montgomery Equity Bx: Xxxxxille Advisors, LLC 101 Hudson Street - Xxxxx 0000 Xxxxxxxx, Ltd. Its: General Partner Jersey City, NJ 07303 Facsimile: (201) 985-8266 By: --------------------- Name: Mark Angelo Its: Portfolio Manager SCHEDULE I-I EXHIBIT I TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF CONVERSION NOTICE Reference is made to the Securities Purchase Agreement (the "Securities Purchase Agreement") between Compliance Systems Corporation, (the "Company"), and the Buyers set forth on Schedule I attached thereto dated March 8, 2006. In accordance with and pursuant to the Securities Purchase Agreement, the undersigned hereby elects to convert convertible debentures into shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company for the amount indicated below as of the date specified below. Conversion Date: _______________________________ Amount to be converted: $______________________________ Conversion Price: $______________________________ Shares of Common Stock Issuable: _______________________________ Amount of Debenture unconverted: $______________________________ Amount of Interest Converted: $______________________________ Conversion Price of Interest: $______________________________ Shares of Common Stock Issuable: _______________________________ Amount of Liquidated Damages: $______________________________ Conversion Price of Liquidated Damages: $______________________________ Shares of Common Stock Issuable: Total Number of shares of Common Stock to be issued: Please issue the shares of Common Stock in the following name and to the following address: Issue to: _______________________________ Authorized Signature: _______________________________ Name: _______________________________ Title: _______________________________ Phone #: _______________________________ Broker DTC Participant Code: _______________________________ Account Number*: _______________________________ * Note that receiving broker must initiate transaction on DWAC System. EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIO...
COMPLIANCE SYSTEMS CORPORATION. By:--------------------------- Name: Dean Garfinkel Title: Chairman EXHIBIT A DISCLOSURE SCHEDULE 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
