OMNIBUS AMENDMENT AND SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This OMNIBUS AMENDMENT AND SECURITIES PURCHASE AGREEMENT, dated as of July 1, 2010 (this "Amendment"), is entered into by and among (i) Compliance Systems Corporation, a Nevada corporation (the “Company” or “CSC” or the “Debtor”), (ii) Execuserve Corp., a Virginia corporation ("ExecuServe"), (iii) Call Compliance Inc., a New York corporation (“Call Compliance”), (iv) Spirits Management Inc. (“Spirits”), (v) Barry Brookstein, a natural person (“Brookstein”), (vi) Dean Garfinkel, a natural person (“Garfinkel” and together with Execuserve, Call Compliance, Spirits and Brookstein, each a “Guarantor” and collectively, the “Guarantors”), 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 A&R Securities Purchase Agreement (as defined below).
