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
RECITALS:Security 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
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 8, 2006 West Coast Stock Transfer, Inc. Suite 302, 850 West Hastings Street Vancouver, British Columbia Canada V6C 1E1 RE: COMPLIANCE SYSTEMS CORPORATION Ladies and Gentlemen: Reference is made to that...Securities Purchase Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
GUARANTYGuaranty • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New York
RECITALS:Security 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
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
AGREEMENTAgreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
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)
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
RECITALSPatent Security Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New York
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
RECITALS:Agreement and Plan of Merger • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • Nevada
AGREEMENTAgreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
AGREEMENTAgreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
AGREEMENT AGREEMENT made as of the 15th day of July, 2004 by and among Call Compliance, Inc., a company organized under the laws of New York ("CCI" or the "Company"), Spirits Management Inc., a company organized under the laws of New York ("Payee"),...Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
AGREEMENT made as of the 15th day of July, 2004 by and among Call Compliance, Inc., a company organized under the laws of New York ("CCI" or the "Company"), Spirits Management Inc., a company organized under the laws of New York ("Payee"), and Compliance Systems Corporation, a company organized under the laws of Delaware ("CSC").
RECITALS:Insider Pledge and Escrow Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New Jersey
IN WITNESS WHEREOF this Agreement hasSublease Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New York
Agreement dated as of January 6, 2003 between Automated Systems National Network, Inc. (a/k/a "Call Compliance.com") with offices located at 90 Pratt Oval, Glen Cove, NY 11542 ("Overtenant"), .and the Intellidyne LLC, with offices located at 2973 Brentwood Court, Wantagh, NY 11793 ("Undertenant").
TERMINATION AN]) RELEASE AGREEMENT be substituted for the Original Guarantees.Termination and Release Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New York
NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
560 Broadhóllow Road - Suite 201 Lease No. MeFvillw, NY 11747 EQUIPMENT LEASE AGREEMENT Lessee Spirits Management, Inc. Full Legal Name - Include DBA if Applicable Billing Address City State ZIp SUPPLIER (Name and Address) Quantity Full Description of...Equipment Lease Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • California
Lessor will lease to Lessee and Lessee will lease from Lessor the above-described personal property (collectively and including replacements the "Equipment" and individually an"1tem'~ wider the terms of this equipment lease agreement ("lease") which are act forth here and onpage 2 of this lease.
NY462277.2 20818910001 01t26/2006 arEmployment Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
ADDENDUM TO PROMISSORY NOTECompliance Systems Corp • May 12th, 2006 • Telephone communications (no radiotelephone)
This agreement amends the promissory nOte for a revolving loan dated 10/25/2004 between Compliance Systems Corporation and Barry Brookstein.
ContractLease Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
EQUIPMENT LEASEEquipment Lease • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
LEASE. By signing below and tendering advance payments to Lessor, Lessee hereby offers to lease from Lessor pursuant to all the provisions set forth in the following pages, the personal property described above together with all substitutions, replacements, repairs, upgrades, additions, accessories, attachments, products and proceeds (the "Equipment") and authorizes Lessor and Assignee to obtain credit reports on Lessee and each proposed Guarantor. Lessor by signing below accepts and hereby leases the Equipment to Lessee. Unless expressly stated otherwise, all references to Lessor shall be deemed to include applicable Assignees of Lessor. Lessee's obligation to pay Rent to Lessor or the Assignee is absolute and unconditional and shall not be subject to any abatement, deferral, reduction, defense, counterclaim, setoff or recoupment for any reason, including without limitation any claim against the manufacturer or loss of possession or use of the Equipment.
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...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
GUARANTYGuaranty • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New York
ContractPromissory Note • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone) • New York
Lease No 2002040085 I'EIU\IS i\~~l ) ( '( )I'~l)l'l'J( )NS arising by reason of any alleged defect in any Item or F'lt'AS1~ l~EAl) (1At~EFI 'IJX l!l~l'()J(l'LEASE AGREEMENT ielated property. Equipment will at all times remain SIGNING 'Ill (S I E,\SE (...Lease No 2002040085 • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
Ice, i-~ I Ia' i~Pi~t or cifhlia(t' ul (1w Sii~~ihii cool 11i' Sii()f)liPi 011(1 and conditions of the Lease. This Guaranty is continning, absolute and
LETTER AGREEMENTLetter Agreement • May 12th, 2006 • Compliance Systems Corp • Telephone communications (no radiotelephone)
ASSIGNMENT OF LEASE WITH CONSENT OF LANDLORD Miscellaneous Provisions IN WITNESS WHEREOF this Agreement has been executed for and on behalf of each party by and through its authorized representative on this 26th day of January.Compliance Systems Corp • May 12th, 2006 • Telephone communications (no radiotelephone) • New York
Assignment. The Landlord also agrees to the Assignee assuming the payment of rent and performance of all duties and obligations as provided in the Lease. The Landlord releases Automated Systems National Network, Inc., Assignor, from all duties and obligations under the Lease, including the payment of rent, and accepts Assignee as Lessee in the place of Automated Systems National Network, Inc., Lessee and Assignor. The Landlord acknowledges that, pursuant to the Assignment Agreement, it is now holding Assignor's security deposit on behalf of the Assignee.
ADDENDUM TO PROMISSOI~ ADDENDUM TO PROMISSORY NOTECompliance Systems Corp • May 12th, 2006 • Telephone communications (no radiotelephone) • New York
This agreement amends the promissory note for a revolving loan dated 3/1/2003 between Compliance Systems Corporation and Spirits Management Inc.
