December 6, 2007 Compliance Systems Corporation
Exhibit
10.67
December
6, 2007
Compliance
Systems Corporation
00
Xxxxx
Xxxx
Xxxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxx Xxxxxxxxx
Dear
Xx.
Xxxxxxxxx:
Please
accept this correspondence as our written consent under the Section 4(l) of
the
Securities Purchase Agreement dated March 8, 2006 by and between Compliance
Systems Corporation and Xxxxxxxxxx Equity Partners, Ltd. (“Xxxxxxxxxx”)
(the
“March
2006 Securities Purchase Agreement”)
and
Section 4(k) of the Securities Purchase Agreement dated March 16, 2007 by and
between Compliance Systems Corporation and YA Global Investments, L.P (f/k/a
Cornell Capital Partners, LP) (“YA
Global”)
(the
“March
2007 Securities Purchase Agreement”)
for
the issuance and sale by the Company of up to $2,500,000.00 of Company’s
preferred stock convertible into shares of the Company’s common stock at $0.01
per share, which may be less than the bid price of the Company’s common stock
immediately prior to its issuance and sale (the “Issuance
and Sale”).
Provided
however our consent here under is preconditioned on 1) that such Issuance and
Sale must occur prior to and conclude by December 31, 2007 (the “Issuance
and Sale Deadline”),
2)
that the gross proceeds of such Issuance and Sale must be in an amount no less
than $1,140,806.18 (the “Issuance
and Sale Minimum”)
and 3)
that the Company must remit no later than December 31, 2007, directly from
the
gross proceeds of such Issuance and Sale, to YA Global all
amounts owed under the convertible debentures issued under the March 2007
Securities Purchase Agreement, which on December 31, 2007 shall be outstanding
principal of $647,585.60, outstanding and accrued interest of $171,415.79 and
a
redemption premium of $129,517.12 and
to
Xxxxxxxxxx all amounts owed under the convertible debentures issued under the
March
2006 Securities Purchase Agreement,
which
on December 31, 2007 shall be outstanding principal of $150,000, outstanding
and
accrued interest of $12,287.67 and a redemption premium of $30,000.
In
the
event that the Company shall fail to raise the Issuance and Sale Minimum by
the
Issuance and Sale Deadline YA Global’s and Xxxxxxxxxx’x consents provided
hereunder shall be null and void and the Company shall immediately refund to
the
respective investors such amounts raised by the Issuance and Sale and cancel
the
shares of the Company’s preferred stock there under. In the event that the
Company fails to take such action such Issuance and Sale shall be deemed to
have
been conducted with out the consent of YA Global and Xxxxxxxxxx and shall
therefore be a breach by the Company of the covenants under the March 2006
Securities Purchase Agreement and March 2006 Securities Purchase Agreement,
respectively.
Please
accept this correspondence as YA Global’s written notice, pursuant to Section 4
(m) of the March 2007 Securities Purchase Agreement, electing not to participate
in the Issuance and Sale.
This
written rejection of YA Global’s right of first refusal shall be a one-time
rejection of YA Global’s right to participate in the specific issuances
described herein and shall not be deemed a waiver of the “Right
of First Refusal”
as
outlined in Section 4 (m) of the March 2007 Securities Purchase
Agreement.
Lastly,
this written consent of YA Global and Xxxxxxxxxx shall be a one-time consent
for
the specific issuances described herein and shall not be deemed a consent to
any
future issuances nor a waiver of the “Restriction
on the Issuance of Capital Stock”
as
outlined in Section
4
(l) of the March 2006 Securities Purchase Agreement
and
Section 4 (k) of the March 2007 Securities Purchase Agreement, respectively.
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Very
truly yours,
|
|
|
Acknowledged
and Agreed this
6th
day of December 2007
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YA
Global Investments, L.P.
|
|
By:
Yorkville Advisors, LLC
|
|
|
Compliance
Systems Corporation
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Its:
Investment Manager
|
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By:
___________________________
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By:
|
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Name:
Xxxx Xxxxxxxxx
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Name:
Xxxx Xxxxxx
|
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Title:
Chief Executive Officer
|
Title:
President and Portfolio Manager
|
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Xxxxxxxxxx
Equity Partners, LP
|
|
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By:
Yorkville Advisors, LLC
|
|
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Its:
Investment Manager
|
|
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By:
|
|
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Name:
Xxxx Xxxxxx
|
|
|
Title:
President and Portfolio
Manager
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