0001144204-09-049452 Sample Contracts

Rule 10b5-1 Trading Plan Of Dean Garfinkel
Compliance Systems Corp • September 22nd, 2009 • Communications services, nec • New York

This Rule 10b5-1 Trading Plan of Dean Garfinkel (this “Trading Plan”), dated as of September 9, 2009, is by and between Dean Garfinkel (“Seller”) and Spartan Securities Group, Ltd. (“Broker”).

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OMNIBUS AMENDMENT AND SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 22nd, 2009 • Compliance Systems Corp • Communications services, nec • New York

This OMNIBUS AMENDMENT AND SECURITIES PURCHASE AGREEMENT, dated as of September 18, 2009 (this "Amendment"), is entered into by and among (i) Compliance Systems Corporation, a Nevada corporation (the “Company” or the “Debtor”), (ii) Spirits Management Inc. (“Spirits”), (iii) Barry Brookstein, a natural person (“Brookstein”), (iv) Dean Garfinkel, a natural person (“Garfinkel”), and (vii) Agile Opportunity Fund, LLC, a Delaware limited liability company, ("Agile" or the “Investor” or the “Secured Party”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Original Securities Purchase Agreement (as defined below).

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