SUBORDINATION AGREEMENTSubordination Agreement • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This Subordination Agreement is made as of February 9, 2010, by and between Agile Opportunity Fund LLC, a Delaware limited liability company (“Senior Creditor”), and Henry A. Ponzio, a resident of the State of Connecticut (the “Junior Creditor”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This Employment Agreement (this “Agreement”), dated as of February 9, 2010 (the “Effective Date”), is by and between Execuserve Corp., a Virginia corporation (the “Company”), and Jim Robinson, an individual residing in Foster, Virginia (the “Executive”).
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This Guarantor Security Agreement (this “Security Agreement”), dated as of February 9, 2010, is by and between Execuserve Corp., a Virginia corporation (the “Guarantor”), and Agile Opportunity Fund, LLC, a Delaware limited liability company (the "Secured Party”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This Amended and Restated Security Agreement (this “Security Agreement”), dated as of February 9, 2010 is by and between Compliance Systems Corporation, a Nevada corporation (the “Debtor”), and Agile Opportunity Fund, LLC, a Delaware limited liability company (the “Secured Party”).
CONSULTING AGREEMENTConsulting Agreement • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • Virginia
THIS CONSULTING AGREEMENT (the “Agreement”) made by and between Execuserve Corp. (“the Company”), and W. Thomas Eley (“Consultant”) as of the 9th day of February, 2010;
Agreement and Plan of MergerAgreement and Plan of Merger • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This Agreement and Plan of Merger, dated as of February 5, 2010 (this “Agreement”), is by and among Execuserve Corp., a Virginia corporation (the “Company”), Compliance Systems Corporation, a Nevada corporation (“Parent”), CSC/Execuserve Acquisition Corp., a Virginia corporation and wholly-owned subsidiary of Parent (“Sub”), W. Thomas Eley, an individual residing in the State of Virginia, the holder of 414,425 shares of the Class A Voting Common Stock, zero par value per share (the “Company Common Stock”), of the Company and the President and Chairman of the Board of the Company (“Eley”), James A. Robinson, Jr., an individual residing in the State of Virginia, the holder of one share of Company Common Stock and the Vice President of the Company (“Robinson”), and Robin Rennockl, an individual residing in the State of Virginia, the holder of 182,325 shares of Company Common Stock and the Vice President and Secretary of the Company (“Rennockl” and, collectively with Eley and Robinson, the
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of February 5, 2010 (this “Agreement”), is entered into by and among (i) Compliance Systems Corporation, a Nevada corporation (the “Company” or “CSC”), (ii) Execuserve Corp., a Virginia corporation (“Execuserve”), (iii) Spirits Management Inc. (“Spirits”), (iv) Barry Brookstein, a natural person (“Brookstein”), (v) Dean Garfinkel, a natural person (“Garfinkel”), and (vi) Agile Opportunity Fund, LLC, a Delaware limited liability company, (“Agile” or the “Investor”).
GUARANTY AGREEMENTGuaranty Agreement • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This GUARANTY AGREEMENT is made as of the 9th day of February, 2010, by Call Compliance Inc., a New York corporation, and ExecuService Corp., a Virginia corporation (each a "Guarantor" and collectively the "Guarantors"), to and in favor of Agile Opportunity Fund, LLC, a Delaware limited liability company ("Lender").
LOCK-UP AGREEMENTLock-Up Agreement • February 17th, 2010 • Compliance Systems Corp • Communications services, nec • New York
This Lock-Up Agreement, dated as of February __, 2010 (this “Agreement”), is made and entered into by and between Compliance Systems Corporation, a Nevada corporation (the “Compliance”), and _________________ [a natural person] [each a natural person] [a ____________corporation] [a ________limited partnership] [a _________limited liability company] [a trust organized under the laws of ________] [a foundation organized under the laws of _____________] (the “Shareholder”).
