CONSENTConsent • November 2nd, 2006 • Compliance Systems Corp • Communications services, nec • New Jersey
THIS CONSENT (this “Consent”) is dated as of September 30, 2006, by and between COMPLIANCE SYSTEMS CORPORATION, a Nevada corporation (the “Company”), CALL COMPLIANCE, INC., a New York Corporation and wholly-owned subsidiary of the Company (“Call Compliance”) and MONTGOMERY EQUITY PARTNERS, LTD., a Delaware limited partnership (“Montgomery”) (collectively, referred to hereinafter as the “Parties”).
GUARANTY AGREEMENTGuaranty Agreement • November 2nd, 2006 • Compliance Systems Corp • Communications services, nec • New York
This Guaranty Agreement (this “Guaranty Agreement” or this “Guaranty”), dated as of September 30, 2006, is made by Compliance Systems Corporation, a Nevada corporation (the “Guarantor”), in favor of Nascap Corp., a New York corporation (the “Lender”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in (i) the Promissory Note, dated September 30, 2006, made by Call Compliance, Inc., a New York corporation, as Maker (the “Borrower”) in favor of Lender, as Payee, as may be amended from time to time (the “Note”) and (ii) the Security Agreement dated as of September 30, 2006, by and between Borrower and the Lender, as may be amended from time to time (the “Security Agreement”).
SUBORDINATION AGREEMENTSubordination Agreement • November 2nd, 2006 • Compliance Systems Corp • Communications services, nec • New Jersey
THIS SUBORDINATION AGREEMENT (this “AGREEMENT”) is dated as of September 30, 2006, by and between MONTGOMERY EQUITY PARTNERS, LTD., a Cayman Island exempted Company (“Montgomery”) and NASCAP CORP., a New York corporation (the “Nascap”) (collectively, referred to hereinafter as the “Parties”).
SECURITY AGREEMENTSecurity Agreement • November 2nd, 2006 • Compliance Systems Corp • Communications services, nec • New York
This Security Agreement (this “Agreement”) is made and entered into as of September 30, 2006 by Call Compliance, Inc. a New York corporation (the "Borrower”), and Nascap Corp., a New York corporation (the “Lender”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Promissory Note, dated September 30, 2006, made by Borrower, as Maker, in favor of Lender, as Payee, as may be amended from time to time (the “Note”).
