COMPLIANCE SYSTEMS CORPORATION Glen Cove, New York 11542 April 16, 2010
COMPLIANCE
SYSTEMS CORPORATION
00
Xxxx Xxxxxx, Xxxxx 000
Xxxx
Xxxx, Xxx Xxxx 00000
April
16, 0000
Xxxxxxxx
Xxxx Development LLC
00 Xxxx
Xxxx Xxxx
Xxxxxxxxx,
Xxx Xxxx 00000
Attn: Xxx
Xxxxxxxx, Managing Member
Dear Xx.
Xxxxxxxx,
This letter agreement (this
“Agreement”) sets forth the terms of our understanding wherein Compliance
Systems Corporation, a Nevada corporation (“Compliance”) will make certain
payments to Chestnut Cove Development LLC, a New York limited liability company
(“Chestnut”) on behalf of Call Compliance, Inc., a New York corporation (the
“Company”), a wholly-owned subsidiary of Compliance, and in full satisfaction of
the Company’s outstanding obligations under that certain Lease Agreement, dated
as of March 20, 2001 for the premises located at 00 Xxxxx Xxxx, Xxxx Xxxx, Xxx
Xxxx 00000, and assigned to the Company, as assignee-lessee, on January 26, 2005
(the “Lease”).
1. Chestnut
terminated the Lease as of December 31, 2009 (the “Termination Date”) and the
Company vacated the premises on the Termination Date. As of the
Termination Date, the Company was indebted (the “Debt”) to Chestnut in the
aggregate amount of $50,106.84, which Debt is comprised of taxes, expenses, and
unpaid rent owed by the Company to Chestnut pursuant to the Lease.
2. Chestnut
agrees that, in full satisfaction of the Debt and all of the Company’s
obligations under the Lease, it will accept the following from
Compliance:
(a) An
aggregate cash payment of $10,500 payable as follows: ten monthly payments of
$1,000, with each payment made by, or on, the first business day of each month
commencing on May 1, 2010 and terminating on February 1,
2011. Compliance shall deliver to Chestnut a cash payment of $500 by,
or on, April 15, 2010.
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(b)
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1,675,000
5-year warrants to purchase shares of common stock, par value $0.001 per
share, of Compliance at a per share exercise price of $0.02, issued as
follows;
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Xxxxxxx
Xxxxxxxx 838,000
warrants
Xxxxx
Xxxxxxxx 837,000
warrants
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3. Chestnut
agrees to release and hold harmless the Company and Compliance (and each of the
Company’s and Compliance’s officers, directors, shareholders, agents, employees,
successors and assigns from all actions, causes of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, damages, judgments,
extents, executions, claims, and demands whatsoever, in law, admiralty or equity
that Chestnut ever had, now has or hereafter can, shall or may have, for, upon,
or by reason of any matter, cause or thing whatsoever resulting from the
Lease.
4. This
Agreement, and other documents delivered pursuant hereto or incorporated by
reference herein contain the entire agreement between the parties and supersedes
all prior agreements or understandings between the parties hereto relating to
the subject matter hereof. No oral representation, agreement or
understanding made by any party hereto shall be valid or binding upon such party
or any other party hereto. Any amendment to or modification of this
Agreement must be in writing and signed by the party against whom enforcement is
to be sought.
5. The
Agreement and the rights and obligations of the parties hereunder shall be
interpreted, construed, and enforced in accordance with the laws of the State of
New York, without regard to its choice and/or conflict of laws
provisions. Any legal action resulting from, arising under, out of or
in connection with, directly or indirectly, this Agreement shall be commenced
exclusively in the Supreme Court, State of New York, County of Nassau or the
U.S. District Court for the Eastern District of New York. The parties
to this Agreement hereby submit themselves to the jurisdiction of any such
court, and agree to service of process on them in any such action, suit or
proceeding.
6. All
notices, requests and other communications to any party hereunder shall be in
writing and shall be delivered, if to Compliance, at:
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Compliance
Systems Corporation
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00
Xxxx Xxxxxx, Xxxxx 000
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Xxxx
Xxxx, Xxx Xxxx 00000
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Attn:
Xxxx X. Xxxxxxxxx, President
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with
a copy to:
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Moritt
Xxxx Hamroff & Xxxxxxxx LLP
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000
Xxxxxx Xxxx Xxxxx
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Xxxxxx
Xxxx, Xxx Xxxx 00000
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Attn:
Xxxxxx X. X’Xxxxxx,
Esq.
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And
if to Chestnut, at:
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Chestnut
Cove Development LLC
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00
Xxxx Xxxx Xxxx
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Xxxxxxxxx,
Xxx Xxxx 00000
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with
a copy to:
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Attn:
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7. Chestnut
acknowledges that it has entered into this Agreement knowingly and voluntarily
after a period of negotiation between the parties. Chestnut further
acknowledges that it understands the terms contained herein and has reviewed the
same with its attorneys.
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COMPLIANCE
SYSTEMS CORPORATION
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By:
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[s] Xxxx X. Xxxxxxxxx
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Xxxx
X. Xxxxxxxxx
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President
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Your signature on the line below
constitutes your acknowledgement of and agreement with each provision contained
in this Agreement.
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CHESTNUT
COVE DEVELOPMENT LLC
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By:
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[s] Xxx Xxxxxxxx
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Xxx
Xxxxxxxx
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Managing
Member
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