March 7, 2006
Compliance Systems Corporation
00 Xxxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Re: Securities Purchase Agreement (the "SPA") dated as of November
30, 2005 between Compliance Systems Corporation (the "Company")
and Xxxxxxxxxx Equity Partners, Ltd. ("Xxxxxxxxxx"), and related
agreements.
Dear Sirs:
This letter agreement will confirm our understanding regarding the SPA and
certain other contracts entered into in connection with the SPA. In connection
with the SPA, following agreements were executed:
o An Investor Registration Rights Agreements ("Registration Rights
Agreement") dated November 30, 2005 between the Company and Xxxxxxxxxx.
o Escrow Agreement ("Escrow Agreement") between the Company, Xxxxxxxxxx, and
Xxxxx Xxxxxxxx, Esq. (the "Escrow Agent") dated November 30, 2005.
o An Insider Pledge and Escrow Agreement among the Company, Xxxxxxxxxx, the
Escrow Agent, and Xxxx Xxxxxxxxx dated November 30, 2005 (the "Xxxxxxxxx
Pledge Agreement").
o An Insider Pledge and Escrow Agreement among the Company, Xxxxxxxxxx, the
Escrow Agent, and Xxxxx Xxxxxxxxxx dated November 30, 2005 (the
"Xxxxxxxxxx Pledge Agreement").
o A Security Agreement between the Company and Xxxxxxxxxx dated November 30,
2005 (the "Security Agreement").
o A Security Agreement between Jasmin Communications, Inc. and Xxxxxxxxxx
dated November 30, 2005 (the "Jasmin Security Agreement").
o A Security Agreement between Telephone Blocking Services, Corporation and
Xxxxxxxxxx dated November 30, 2005 (the "TBS Security Agreement").
o A Security Agreement between Call Xxxxxxxxxx.xxx, Inc. and Xxxxxxxxxx
dated November 30, 2005 (the "Call Xxxxxxxxxx.xxx Security Agreement").
o A Security Agreement between CallCenter Tools, Inc. and Xxxxxxxxxx dated
November 30, 2005 (the "Call Center Security Agreement").
o A Security Agreement between Call Compliance, Inc. and Xxxxxxxxxx dated
November 30, 2005 (the "Call Compliance Security Agreement").
The agreements listed above, collectively, along with the SPA, shall be
referenced as the "Transaction Documents."
1. Termination of the Transaction Documents. The Transaction Documents
shall be terminated as of the date hereof.
2. This letter may be executed in any number of counterparts, each of
which shall be deemed an original, and all of which shall constitute
one and the same instrument. This letter shall be accepted,
effective and binding, for all purposes, when the parties shall have
signed and transmitted to each other, by telecopier or otherwise,
copies of this letter. The terms of this letter supersede the terms
of any other verbal or written agreement existing prior to the date
hereof. In the event of any litigation arising hereunder, the
prevailing party or parties shall be entitled to recover its or
their reasonable attorneys' fees and court costs from the other
party or parties, including the costs of bringing such litigation
and collecting upon any judgments. This letter shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective heirs, executors, legal representatives, trustees,
successors and assigns. Except for the amounts expressly set forth
herein, none of the parties hereto shall be liable to any other
party for any amounts whatsoever.
3. If the foregoing correctly sets forth the terms of our agreement,
please sign this letter on the line provided below, whereupon it
will constitute a binding agreement among us.
SIGNATURE PAGE TO FOLLOW
Sincerely,
XXXXXXXXXX EQUITY PARTNERS, LTD.
By:
---------------------------
Name: Xxxx Xxxxxx
Title: Portfolio Manager
ACCEPTED AND AGREED:
COMPLIANCE SYSTEMS CORPORATION
By:
-------------------------------
Name: Xxxx Xxxxxxxxx
Title: President
With Respect to the Escrow Agreement,
Xxxxxxxxx Pledge Agreement, and
Xxxxxxxxxx Pledge Agreement
ESCROW AGENT
----------------------------------
Xxxxx Xxxxxxxx, Esq.
With Respect to the Xxxxxxxxx Pledge Agreement:
-----------------------------------
Xxxx Xxxxxxxxx
With respect to the Xxxxxxxxxx Pledge Agreement
---------------------------------
Xxxxx Xxxxxxxxxx
With respect to the Jasmin Security Agreement:
Jasmin Communications, Inc.
By:
-----------------------------
Name: Xxxx Xxxxxxxxx
Title: President
With respect to the Telephone Blocking Services Corporation Security
Agreement:
Telephone Blocking Services Corporation
By:
-----------------------------
Name: Xxxx Xxxxxxxxx
Title: President
With respect to the Cal Xxxxxxxxxx.xxx, Inc. Security Agreement:
Cal Xxxxxxxxxx.xxx, Inc.
By:
-----------------------------
Name: Xxxx Xxxxxxxxx
Title: President
With respect to the CallCenter Tools, Inc. Security Agreement:
CallCenter Tools, Inc.
By:
-----------------------------
Name: Xxxx Xxxxxxxxx
Title: President
With respect to the Call Compliance, Inc. Security Agreement:
Call Compliance, Inc.
By:
-----------------------------
Name: Xxxx Xxxxxxxxx
Title: President
