0001144204-08-027805 Sample Contracts

LIMITED NON-RECOURSE GUARANTY AGREEMENT
Limited Non-Recourse Guaranty Agreement • May 12th, 2008 • Compliance Systems Corp • Communications services, nec • New York

This LIMITED NON-RECOURSE GUARANTY AGREEMENT is made as of the 6th day of May, 2008, by Barry Brookstein, having an address at c/o 90 Pratt Oval, Glen Cove, NY 11542 (the “Guarantor”), to and with Agile Opportunity Fund, LLC, a New York limited liability company (“Lender”).

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SECURITY AGREEMENT
Security Agreement • May 12th, 2008 • Compliance Systems Corp • Communications services, nec • New York

This Security Agreement (this “Security Agreement”), dated as of May 6, 2008, is by and between Compliance Systems Corporation, a Nevada corporation (the “Debtor”) and Agile Opportunity Fund, LLC, a Delaware limited liability company (the “Secured Party”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • May 12th, 2008 • Compliance Systems Corp • Communications services, nec • New York

This Stock Pledge Agreement (this "Pledge Agreement") is made as of May 6, 2008 by and between Agile Opportunity Fund, LLC, a Delaware limited liability company (the "Lender"), and the parties indicated on Schedule I hereto (each, a “Pledgor").

COMPLIANCE SYSTEMS CORPORATION SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 12th, 2008 • Compliance Systems Corp • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is made as of May 6, 2008 by and between Compliance Systems Corporation, a Nevada corporation (the “Company”), and Agile Opportunity Fund, LLC, a Delaware limited liability company (the “Investor”).

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