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 Xxxxxxxxxx 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 the undersigned), or any
beneficial interest therein (collectively, the "Securities") except in
accordance with the volume limitations set forth in Rule 144(e) of the
General Rules and Regulations under the Securities Act of 1933, as amended.
In order to enable the aforesaid covenants to be enforced, the
undersigned hereby consents to the placing of legends and/or stop-transfer
orders with the transfer agent of the Company's securities with respect to
any of the Securities registered in the name of the undersigned or
beneficially owned by the undersigned, and the undersigned hereby confirms
the undersigned's investment in the Company.
Dated: November 30, 2005
Signature
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Name: ____________________________________
Address:
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City, State, Zip Code:
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Print Social Security Number
or Taxpayer I.D. Number
