SECOND OMNIBUS AMENDMENT AND SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2009 • Compliance Systems Corp • Communications services, nec • New York
This SECOND OMNIBUS AMENDMENT AND SECURITIES PURCHASE AGREEMENT, dated as of November 23, 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 (v) 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).
