RECITALS:Registration Rights Agreement • March 10th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
RECITALS:Stock Purchase Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • Nevada
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 30, 2005, by and among COMPLIANCE SYSTEMS CORPORATION, a Delaware corporation (the "Company"), and the Buyers listed on Schedule I attached...Securities Purchase Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
LEASE NO. 003-006029745-003 DATE: OCTOBER 18, 2004 01:59:15 PM LEASE AGREEMENTLease Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • Illinois
Acceptance of Lease: In return for this Lease Agreement ("Lease") from Dell Financial Services L.P. ("Lessor" or "we" or "us"), you, the Lessee ("Lessee" or "you" or "your"~, promise to pay the Rent and perform all of the obligations of Lessee to us or our transferees. We will pay the total amount of the invoice to Dell Computer Corporation or its affiliates (hereinafter "Dell" or "Supplier"), for the purchase of equipment, services and software you ordered from Dell (the "Products") plus shipping and handling as shown above in the Dell Order Information and on Attachment A. The Rent includes the Dell Order Total above plus the PPT Fee and the Processing Fee. At your request, this written copy of the Lease is being provided to you by electronic means or otherwise. LESSEE ACKNOWLEDGES THAT THE PASS CODE APPEARING AT THE BOTTOM OF THIS LEASE REPRESENTS LESSEE'S SIGNATURE PROVIDED BY AN AUTHORIZED REPRESENTATIVE OF LESSEE TO US BY TELEPHONE. YOU ACKNOWLEDGE THAT LESSEE OR LESSEE'S AUTHORI
RECITALS:Security Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
AGREEMENTPromissory Note • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
GUARANTYGuaranty • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New York
March 7, 2006 Compliance Systems Corporation 90 Pratt Oval Glenn Cove, NY 11542 Attention: Dean Garfinkel RE: SECURITIES PURCHASE AGREEMENT (THE "SPA") DATED AS OF NOVEMBER 30, 2005 BETWEEN COMPLIANCE SYSTEMS CORPORATION (THE "COMPANY") AND MONTGOMERY...Securities Purchase Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
COMPLIANCE SYSTEMS CORPORATION LOCK-UP AGREEMENT The undersigned hereby agrees that for a period commencing on November 30, 2005 and expiring on the date that all amounts owed to Montgomery Equity Partners, Ltd. (the "Investor"), or any successors or...Lock-Up Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
The undersigned hereby agrees that for a period commencing on November 30, 2005 and expiring on the date that all amounts owed to Montgomery Equity Partners, Ltd. (the "Investor"), or any successors or assigns, under the Secured Convertible Debentures issued to the Investor pursuant to the Securities Purchase Agreement between Compliance Systems Corporation (the "Company") and the Investor of even date herewith have been paid (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2015 • Seaniemac International, Ltd. • Communications services, nec • New York
This Registration Rights Agreement (the “Agreement”), dated as of January 28, 2015 (the “Execution Date”), is entered into by and between Seaniemac International, Ltd., a Nevada corporation (the “Company”), with its principal executive office at 780 New York Ave, Suite A, Huntington, NY 11743, and Summit Trading, Ltd., a Bahamian International Business corporation (the “Investor”), with its principal executive office at 904 Silver Spur Rd., #257, Rolling Hills Estates, CA 90274.
RECITALS:Security Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
Exhibit 2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), is dated and made effective as of February 10, 2006 (the "Effective Date"), by and between Compliance Systems Corporation, a Delaware corporation ("CSC"), and...Merger Agreement • February 15th, 2006 • Compliance Systems Corp • Nevada
RECITALS:Security Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
RECITALS:Registration Rights Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
PATENT LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is entered by and between Call Compliance.com, Inc., a Delaware corporation with a principal place of business at 90 Pratt Oval Glen Cove, New York 11542 ("CCC"), Call Compliance Inc., a...Patent License Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • Virginia
No. MEP-1 $600,000 COMPLIANCE SYSTEMS CORPORATION Secured Convertible Debenture Due November 30, 2007 This Secured Convertible Debenture (the "Debenture") is issued on November 30, 2005 ("Closing Date") by COMPLIANCE SYSTEMS CORPORATION, a Delaware...Debenture Agreement • February 15th, 2006 • Compliance Systems Corp
INVESTOR REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2007 • Compliance Systems Corp • Communications services, nec • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2007, by and among COMPLIANCE SYSTEMS CORPORATION, a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 30, 2005, by and among COMPLIANCE SYSTEMS CORPORATION, a Delaware corporation (the "Company"), and the undersigned investors listed on...Investor Registration Rights Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2007 • Compliance Systems Corp • Communications services, nec • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 16, 2007, by and among COMPLIANCE SYSTEMS CORPORATION, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
ALLIANCE AGREEMENT THIS ALLIANCE AGREEMENT (this "Agreement") by and between Call Compliance Inc., a New York corporation ("CCI"), and Illuminet Inc., a Delaware corporation ("Illuminet"; CCI, together with Illuminet, the "Parties"). W I T N E S S E T...Alliance Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • Virginia
PLEDGE AND ESCROW AGREEMENT THIS PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of ________________, 2005 (the "Effective Date") by and among COMPLIANCE SYSTEMS CORPORATION, a corporation organized and existing under the...Pledge and Escrow Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
RECITALSPatent Security Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New York
RECITALS:Merger Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • Nevada
Securities Purchase AgreementSecurities Purchase Agreement • December 10th, 2013 • Seaniemac International, Ltd. • Communications services, nec • Illinois
This Securities Purchase Agreement, dated as of December 2, 2013 (this “Agreement”), is entered into by and between Seaniemac International, Ltd., a Nevada corporation (the “Company”), and Iliad Research and Trading, L.P., a Delaware limited partnership, its successors and/or assigns (“Buyer”).
AGREEMENTPromissory Note Agreement • February 15th, 2006 • Compliance Systems Corp
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • March 23rd, 2007 • Compliance Systems Corp • Communications services, nec • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of March 16, 2007 (the “Effective Date”) by and among COMPLIANCE SYSTEMS CORPORATION, a corporation organized and existing under the laws of the State of Nevada (the “Pledgor”), CORNELL CAPITAL PARTNERS, L.P., (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
RECITALS:Insider Pledge and Escrow Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
GUARANTYGuaranty • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New York
WITNESSETHGuaranty • February 15th, 2006 • Compliance Systems Corp • New York
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • August 22nd, 2011 • Compliance Systems Corp • Communications services, nec • New York
AGREEMENT AND PLAN OF MERGER by and between SEANIEMAC INTERNATIONAL, LTD., a Nevada corporation and COMPLIANCE SYSTEMS CORPORATION, a Nevada corporationMerger Agreement • July 29th, 2013 • Compliance Systems Corp • Communications services, nec
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June __, 2013, between Seaniemac International, Ltd., a Nevada corporation (the “Subsidiary”), and Compliance Systems Corporation, a Nevada corporation (the “Parent”), such corporations being sometimes referred to herein together as the “Corporations.”
ContractWarrant Agreement • December 10th, 2013 • Seaniemac International, Ltd. • Communications services, nec • Illinois
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SEANIEMAC INTERNATIONAL, LTD. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractBuyer Note • December 10th, 2013 • Seaniemac International, Ltd. • Communications services, nec • Illinois
THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER.
LIMITED NON-RECOURSE GUARANTY AGREEMENTLimited Non-Recourse Guaranty Agreement • May 12th, 2008 • Compliance Systems Corp • Communications services, nec • New York
This LIMITED NON-RECOURSE GUARANTY AGREEMENT is made as of the 6th day of May, 2008, by Barry Brookstein, having an address at c/o 90 Pratt Oval, Glen Cove, NY 11542 (the “Guarantor”), to and with Agile Opportunity Fund, LLC, a New York limited liability company (“Lender”).
SUBORDINATION AGREEMENTSubordination Agreement • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This Subordination Agreement is made as of February 9, 2010, by and between Agile Opportunity Fund LLC, a Delaware limited liability company (“Senior Creditor”), and Henry A. Ponzio, a resident of the State of Connecticut (the “Junior Creditor”).
