IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 16, 2007
IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS
March
16,
2007
Continental
Stock Transfer & Trust Company
▇
▇▇▇▇▇▇▇▇
New
York,
New York 10004
RE: COMPLIANCE
SYSTEMS CORPORATION
Ladies
and Gentlemen:
Reference
is made to that certain Securities Purchase Agreement (the “Securities
Purchase Agreement”)
of
even date herewith by and between Compliance Systems Corporation, a Nevada
corporation (the “Company”),
and
the Buyers set forth on Schedule I attached thereto (collectively the
“Buyers”)
and
that certain Pledge and Escrow Agreement (the “Pledge
Agreement”)
of
even date herewith among the Company, the Buyers and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as escrow
agent (the “Escrow
Agent”).
Pursuant to the Securities Purchase Agreement, the Company shall sell to the
Buyers, an the Buyers shall purchase from the Company, convertible debentures
(collectively, the “Debentures”)
in the
aggregate principal amount of One Hundred Fifty Thousand Dollars ($150,000),
plus accrued interest, which are convertible into shares of the Company’s common
stock, par value $0.001 per share (the “Common
Stock”),
at
the Buyers discretion. These instructions relate to the following stock or
proposed stock issuances or transfers:
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1.
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The
Company has agreed to issue to the Buyers shares of the Company’s Common
Stock upon conversion of the Debentures (“Conversion
Shares”)
plus the shares of Common Stock to be issued to the Buyers upon conversion
of accrued interest and liquidated damages into Common Stock (the
“Interest
Shares”)
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2.
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The
Company has prepared, or will promptly prepare, a stock certificate
representing shares (the “Escrowed
Shares”)
of the Company’s Common Stock, in the Company’s name, that have been or
are being delivered to the Escrow Agent pursuant to the Pledge Agreement.
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This
letter shall serve as our irrevocable authorization and direction to Continental
Stock Transfer & Trust Company (provided that you are acting as Transfer
Agent of the Company at such time) (the “Transfer
Agent”)
to do
the following:
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1.
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Conversion
Shares.
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a.
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Instructions
Applicable to Transfer Agent.
With respect to the Conversion Shares and the Interest Shares, the
Transfer Agent shall issue the Conversion Shares and the Interest
Shares
to the Buyers from time to time upon delivery to the Transfer Agent
of a
properly completed and duly executed Conversion Notice (the “Conversion
Notice”),
in the form attached hereto as Exhibit I,
delivered on behalf of the Company to the Transfer Agent by the Escrow
Agent. Upon receipt of a Conversion Notice, the Transfer Agent shall
within three (3) Trading Days thereafter (i) issue and surrender
to a
common carrier for overnight delivery to the address as specified
in the
Conversion Notice, a certificate, registered in the name of the Buyers
or
their designees, for the number of shares of Common Stock to which
the
Buyers shall be entitled as set forth in the Conversion Notice or
(ii)
provided Transfer Agent are participating in The Depository Trust
Company
(“DTC”)
Fast Automated Securities Transfer Program, upon the request of the
Buyers, credit such aggregate number of shares of Common Stock to
which
the Buyers shall be entitled to the Buyers’ or their designees’ balance
account with DTC through its Deposit Withdrawal At
Custodian (“DWAC”)
system provided the Buyers causes its bank or broker to initiate
the DWAC
transaction. For purposes hereof “Trading
Day”
shall mean any day on which the Nasdaq Market is open for customary
trading.
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b.
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The
Company hereby confirms to the Transfer Agent and the Buyers that
certificates representing the Conversion Shares shall not bear any
legend
restricting transfer and should not be subject to any stop-transfer
restrictions and shall otherwise be freely transferable on the books
and
records of the Company; provided
that
counsel to the Company delivers (i) the Notice of Effectiveness set
forth
in Exhibit
II
attached hereto and (ii) an opinion of counsel in the form set forth
in
Exhibit
III
attached hereto, and that if the Conversion Shares and the Interest
Shares
are not registered for sale under the Securities Act of 1933, as
amended
(the “Act”),
and the Transfer Agent has received an opinion of counsel to the
Company
or an opinion of counsel as provided for in Section 2(b) herein that
the
issuances of the Conversion Shares and the Interest Shares are an
exempt
transaction under the Act, then the certificates for the Conversion
Shares
and Interest Shares shall bear the following
legend:
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“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
SAID
ACT.”
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c.
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In
the event that counsel to the Company fails or refuses to render
an
opinion as required to issue the Conversion Shares in accordance
with the
preceding paragraph (either with or without restrictive legends,
as
applicable), then the Company irrevocably and expressly authorizes
counsel
to the Buyers to render such opinion. The Transfer Agent shall accept
and
be entitled to rely on such opinion for the purposes of issuing the
Conversion Shares.
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d.
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Instructions
Applicable to Escrow Agent.
Upon the Escrow Agent’s receipt of a properly completed conversion notice
substantially in the form attached as an exhibit to the Debentures,
the
Escrow Agent shall, within one (1) Trading Day thereafter, send to
the
Transfer Agent and to the Company a Conversion Notice in the form
attached
hereto as Exhibit
I,
which shall constitute an irrevocable instruction to the Transfer
Agent to
process such Conversion Notice in accordance with the terms of these
instructions.
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2.
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Escrowed
Shares.
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a.
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With
respect to the Escrowed Shares, upon an event of default as set forth
in
the Pledge Agreement, the Escrow Agent shall send written notice
to the
Transfer Agent and to the Company (“Escrow
Notice”)
to transfer such number of Escrow Shares as set forth in the Escrow
Notice
to the Buyers. Upon receipt of an Escrow Notice, the certificate
or
certificates representing the Escrowed Shares with appropriately
guaranteed Stock power or powers, the Transfer Agent shall promptly
transfer such number of Escrow Shares to the Buyers as shall be set
forth
in the Escrow Notice delivered to the Transfer Agent by the Escrow
Agent.
Further, the Transfer Agent shall promptly transfer such shares from
the
Buyers to any subsequent transferee promptly upon receipt of written
notice from the Buyers or their counsel. If the Escrow Shares are
not
registered for sale under the Securities Act of 1933, as amended,
and the
Transfer Agent has received an opinion of counsel to the Company
or an
opinion of counsel as provided for in Section 2(b) herein that the
issuances of the Conversion Shares and the Interest Shares are an
exempt
transaction under the Act, then the certificates for the Escrow Shares
shall bear the legend set forth in Section
1b.
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b.
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In
the event that counsel to the Company fails or refuses to render
an
opinion as may be required by the Transfer Agent to affect a transfer
of
the Escrowed Shares (either with or without restrictive legends,
as
applicable), then the Company irrevocably and expressly authorizes
counsel
to the Buyers to render such opinion. The Transfer Agent shall accept
and
be entitles to rely on such opinion for the purpose of transferring
the
Escrow Shares.
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3.
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All
Shares.
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a.
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The
Transfer Agent shall reserve for issuance to the Buyers the Conversion
Shares. All such shares shall remain in reserve with the Transfer
Agent
until the Buyers provides the Transfer Agent instructions that the
shares
or any part of them shall be taken out of reserve and shall no longer
be
subject to the terms of these instructions.
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b.
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The
Transfer Agent shall rely exclusively on the Conversion Notice or
the
Escrow Notice and shall have no liability for relying on such
instructions. Any Conversion Notice or Escrow Notice delivered hereunder
shall constitute an irrevocable instruction to the Transfer Agent
to
process such notice or notices in accordance with the terms thereof.
Such
notice or notices may be transmitted to the Transfer Agent by facsimile
or
any commercially reasonable method.
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c.
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The
Company hereby confirms to the Transfer Agent and the Buyers that
no
instructions other than as contemplated herein will be given to Transfer
Agent by the Company with respect to the matters referenced herein.
The
Company hereby authorizes the Transfer Agent, and the Transfer Agent
shall
be obligated, to disregard any contrary instructions received by
or on
behalf of the Company.
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Certain
Notice Regarding the Escrow Agent.
The
Company and the Transfer Agent hereby acknowledge that the Escrow Agent is
general counsel to the Buyers, a partner of the general partner of the Buyers
and counsel to the Buyers in connection with the transactions contemplated
and
referred herein. The Company and the Transfer Agent agree that in the event
of
any dispute arising in connection with this Agreement or otherwise in connection
with any transaction or agreement contemplated and referred herein, the Escrow
Agent shall be permitted to continue to represent the Buyers and neither the
Company nor the Transfer Agent will seek to disqualify such
counsel.
The
Company hereby agrees that it shall not replace the Transfer Agent as the
Company’s transfer agent without the prior written consent of the
Buyers.
The
Company agrees that in the event that the Transfer Agent resigns as the
Company’s transfer agent the Company shall engage a suitable replacement
Transfer Agent that will agree to serve as transfer agent and to be bound by
the
terms and conditions of these Irrevocable Transfer Agent
Instructions.
The
Company hereby confirms and the Transfer Agent acknowledges that while any
portion of the Debenture
remains unpaid and unconverted, the Company and the
Transfer Agent
shall
not, without the prior consent of the Buyers, (i) issue any Common Stock or
Preferred Stock without consideration or for a consideration per share less
than
its closing bid price determined immediately prior to its issuance,
(ii) issue any Preferred Stock, warrant, option, right, contract, call, or
other security or instrument granting the holder thereof the right to acquire
Common Stock without consideration or for a consideration per share less than
the closing bid price of such Common Stock determined immediately prior to
its
issuance, (iii)
issue any S-8
shares of the Company’s Common Stock.
The
Company acknowledges and confirms that complying with the terms of this
Agreement does not and shall not prohibit the Transfer Agent from satisfying
any
and all responsibilities and duties it may owe to the Company.
The
Company acknowledges that the Buyers is relying on the representations and
covenants made by the Company hereunder and are a material inducement to the
Buyers purchasing convertible debentures under the Securities Purchase
Agreement. The Company further acknowledges that without such representations
and covenants of the Company and the Transfer Agent made hereunder, the Buyers
would not purchase the Debentures.
Each
party hereto specifically acknowledges and agrees that in the event of a breach
or threatened breach by a party hereto of any provision hereof, the Buyers
will
be irreparably damaged and that damages at law would be an inadequate remedy
if
these Irrevocable Transfer Agent Instructions were not specifically enforced.
Therefore, in the event of a breach or threatened breach by a party hereto,
including, without limitation, the attempted termination of the agency
relationship created by this instrument, the Buyers shall be entitled, in
addition to all other rights or remedies, to an injunction restraining such
breach, without being required to show any actual damage or to post any bond
or
other security, and/or to a decree for specific performance of the provisions
of
these Irrevocable Transfer Agent Instructions.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties have caused this letter agreement regarding Irrevocable Transfer Agent
Instructions to be duly executed and delivered as of the date first written
above.
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COMPANY:
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COMPLIANCE
SYSTEMS CORPORATION
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By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title: Chairman
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| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. | |
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. |
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CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
By: /s/
Authorize Person
Name:
/s/ Authorize Person
Title: Officer
SCHEDULE
I
SCHEDULE
OF BUYERS
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Name
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Signature
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Address/Facsimile
Number
of Buyers
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Cornell
Capital Partners, L.P.
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By: Yorkville
Advisors, LLC
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▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇
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Its: Investment
Manager
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Jersey
City, NJ 07303
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Facsimile:
(▇▇▇)
▇▇▇-▇▇▇▇
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By: /s/
▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇ |
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Its: Portfolio
Manager
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SCHEDULE
I-1
TO
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
FORM
OF CONVERSION NOTICE
Reference
is made to the Securities Purchase Agreement (the “Securities
Purchase Agreement”)
between Compliance Systems Corporation, (the “Company”),
and
the Buyers set forth on Schedule I attached thereto dated March 16, 2007. In
accordance with and pursuant to the Securities Purchase Agreement, the
undersigned hereby elects to convert convertible debentures into shares of
common stock, par value $0.001 per share (the “Common
Stock”),
of
the Company for the amount indicated below as of the date specified
below.
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Conversion
Date:
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_______________________________ |
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Amount
to be converted:
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$
_______________________________
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Conversion
Price:
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$
_______________________________
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Shares
of Common Stock Issuable:
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_______________________________ |
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Amount
of Debenture unconverted:
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$
_______________________________
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Amount
of Interest Converted:
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$
_______________________________
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Conversion
Price of Interest:
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$
_______________________________
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Shares
of Common Stock Issuable:
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_______________________________ |
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Amount
of Liquidated Damages:
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$
_______________________________
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Conversion
Price of Liquidated Damages:
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$
_______________________________
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Shares
of Common Stock Issuable:
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_______________________________ |
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Total
Number of shares of Common Stock to be issued:
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_______________________________ |
SCHEDULE
I-1
Please
issue the shares of Common Stock in the following name and to the following
address:
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Issue
to:
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_______________________________ |
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Authorized
Signature:
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_______________________________ |
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Name:
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_______________________________ |
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Title:
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_______________________________ |
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Phone
#:
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_______________________________ |
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Broker
DTC Participant Code:
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_______________________________ |
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Account
Number*:
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_______________________________ |
*
Note that receiving broker must initiate transaction on DWAC
System.
SCHEDULE
I-2
EXHIBIT
II
TO
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
FORM
OF NOTICE OF EFFECTIVENESS
OF
REGISTRATION STATEMENT
_________,
2007
________
Attention:
RE: COMPLIANCE
SYSTEMS CORPORATION
Ladies
and Gentlemen:
We
are
counsel to Compliance Systems Corporation, (the “Company”),
and
have represented the Company in connection with that certain Securities Purchase
Agreement, dated as of March 16, 2007 (the “Securities
Purchase Agreement”),
entered into by and among the Company and the Buyers set forth on Schedule
I
attached thereto (collectively the “Buyers”)
pursuant to which the Company has agreed to sell to the Buyers up to One Hundred
Fifty Thousand Dollars ($150,000) of secured convertible debentures, which
shall
be convertible into shares (the “Conversion
Shares”)
of the
Company’s common stock, par value $0.001 per share (the “Common
Stock”),
in
accordance with the terms of the Securities Purchase Agreement. Pursuant to
the
Securities Purchase Agreement, the Company also has entered into a Registration
Rights Agreement, dated as of March 16, 2007, with the Buyers (the “Investor
Registration Rights Agreement”)
pursuant to which the Company agreed, among other things, to register the
Conversion Shares under the Securities Act of 1933, as amended (the
“1933
Act”).
In
connection with the Company’s obligations under the Securities Purchase
Agreement and the Registration Rights Agreement, on _______, 2007, the Company
filed a Registration Statement (File No. ___-_________) (the “Registration
Statement”)
with
the Securities and Exchange Commission (the “SEC”)
relating to the sale of the Conversion Shares.
In
connection with the foregoing, we advise the Transfer Agent that a member of
the
SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at ____ P.M.
on __________, 2007 and we have no knowledge, after telephonic inquiry of a
member of the SEC’s staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Conversion Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.
EXHIBIT
II-1
The
Buyers has confirmed it shall comply with all securities laws and regulations
applicable to it including applicable prospectus delivery requirements upon
sale
of the Conversion Shares.
Very
truly yours,
By:
_________________________
EXHIBIT
II-2
EXHIBIT
III
TO
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
FORM
OF OPINION
VIA
FACSIMILE AND REGULAR MAIL
________
Attention:
RE: COMPLIANCE
SYSTEMS CORPORATION
Ladies
and Gentlemen:
We
have
acted as special counsel to Compliance Systems Corporation (the “Company”),
in
connection with the registration of ___________shares (the “Shares”)
of its
common stock with the Securities and Exchange Commission (the “SEC”).
We
have
not acted as your counsel. This opinion is given at the request and with the
consent of the Company.
In
rendering this opinion we have relied on the accuracy of the Company’s
Registration Statement on Form SB-2, as amended (the “Registration
Statement”),
filed
by the Company with the SEC on _________ ___, 2007. The Company filed the
Registration Statement on behalf of certain selling stockholders (the
“Selling
Stockholders”).
This
opinion relates solely
to the
Selling Shareholders listed on Exhibit
“A”
hereto
and number of Shares set forth opposite such Selling Stockholders’ names. The
SEC declared the Registration Statement effective on __________ ___,
2007.
We
understand that the Selling Stockholders acquired the Shares in a private
offering exempt from registration under the Securities Act of 1933, as amended.
Information regarding the Shares to be sold by the Selling Shareholders is
contained under the heading “Selling Stockholders” in the Registration
Statement, which information is incorporated herein by reference. This opinion
does not relate to the issuance of the Shares to the Selling Stockholders.
The
opinions set forth herein relate solely to the sale or transfer by the Selling
Stockholders pursuant to the Registration Statement under the Federal laws
of
the United States of America. We do not express any opinion concerning any
law
of any state or other jurisdiction.
In
rendering this opinion we have relied upon the accuracy of the foregoing
statements.
EXHIBIT
III-1
Based
on
the foregoing, it is our opinion that the Shares have been registered with
the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and that ________ may remove the restrictive legends contained on the Shares.
This opinion relates solely
to the
number of Shares set forth opposite the Selling Stockholders listed on
Exhibit
“A”
hereto.
This
opinion is furnished to Transfer Agent specifically in connection with the
sale
or transfer of the Shares, and solely for your information and benefit. This
letter may not be relied upon by Transfer Agent in any other connection, and
it
may not be relied upon by any other person or entity for any purpose without
our
prior written consent. This opinion may not be assigned, quoted or used without
our prior written consent. The opinions set forth herein are rendered as of
the
date hereof and we will not supplement this opinion with respect to changes
in
the law or factual matters subsequent to the date hereof.
Very
truly yours,
EXHIBIT
III-2
EXHIBIT
“A”
(LIST
OF SELLING STOCKHOLDERS)
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Name:
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No.
of Shares:
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EXHIBIT
A-1