RECITALS:Stock Purchase Agreement • February 15th, 2006 • Compliance Systems Corp • Nevada
Exhibit 10.39 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 30, 2005, by and among COMPLIANCE SYSTEMS CORPORATION, a Delaware corporation (the "Company"), and the Buyers listed on Schedule I...Securities Purchase Agreement • February 15th, 2006 • Compliance Systems Corp • New Jersey
Exhibit 10.43 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of November 30, 2005, by and between COMPLIANCE SYSTEMS CORPORATION, a Delaware corporation with its principal place of business located...Security Agreement • February 15th, 2006 • Compliance Systems Corp • New Jersey
Exhibit 99.2 LEASE NO. 003-006029745-003 DATE: OCTOBER 18, 2004 01:59:15 PM LEASE AGREEMENTLease Agreement • February 15th, 2006 • Compliance Systems Corp • Illinois
Acceptance of Lease: In return for this Lease Agreement ("Lease") from Dell Financial Services L.P. ("Lessor" or "we" or "us"), you, the Lessee ("Lessee" or "you" or "your"~, promise to pay the Rent and perform all of the obligations of Lessee to us or our transferees. We will pay the total amount of the invoice to Dell Computer Corporation or its affiliates (hereinafter "Dell" or "Supplier"), for the purchase of equipment, services and software you ordered from Dell (the "Products") plus shipping and handling as shown above in the Dell Order Information and on Attachment A. The Rent includes the Dell Order Total above plus the PPT Fee and the Processing Fee. At your request, this written copy of the Lease is being provided to you by electronic means or otherwise. LESSEE ACKNOWLEDGES THAT THE PASS CODE APPEARING AT THE BOTTOM OF THIS LEASE REPRESENTS LESSEE'S SIGNATURE PROVIDED BY AN AUTHORIZED REPRESENTATIVE OF LESSEE TO US BY TELEPHONE. YOU ACKNOWLEDGE THAT LESSEE OR LESSEE'S AUTHORI
No. MEP-1 $600,000 COMPLIANCE SYSTEMS CORPORATION Secured Convertible Debenture Due November 30, 2007 This Secured Convertible Debenture (the "Debenture") is issued on November 30, 2005 ("Closing Date") by COMPLIANCE SYSTEMS CORPORATION, a Delaware...Compliance Systems Corp • February 15th, 2006
GUARANTY --------Guaranty • February 15th, 2006 • Compliance Systems Corp • New York
Exhibit 10.5 PATENT LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is entered by and between Call Compliance.com, Inc., a Delaware corporation with a principal place of business at 90 Pratt Oval Glen Cove, New York 11542 ("CCC"), Call...Patent License Agreement • February 15th, 2006 • Compliance Systems Corp • Virginia
Exhibit 10.40 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 30, 2005, by and among COMPLIANCE SYSTEMS CORPORATION, a Delaware corporation (the "Company"), and the undersigned...Investor Registration Rights Agreement • February 15th, 2006 • Compliance Systems Corp • New Jersey
AGREEMENTAgreement • February 15th, 2006 • Compliance Systems Corp
Exhibit 10.4 ALLIANCE AGREEMENT THIS ALLIANCE AGREEMENT (this "Agreement") by and between Call Compliance Inc., a New York corporation ("CCI"), and Illuminet Inc., a Delaware corporation ("Illuminet"; CCI, together with Illuminet, the "Parties"). W I...Alliance Agreement • February 15th, 2006 • Compliance Systems Corp • Virginia
RECITALSPatent Security Agreement • February 15th, 2006 • Compliance Systems Corp • New York
Exhibit 10.42 PLEDGE AND ESCROW AGREEMENT THIS PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of ________________, 2005 (the "Effective Date") by and among COMPLIANCE SYSTEMS CORPORATION, a corporation organized and existing...Pledge and Escrow Agreement • February 15th, 2006 • Compliance Systems Corp • New Jersey
Exhibit 2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), is dated and made effective as of February 10, 2006 (the "Effective Date"), by and between Compliance Systems Corporation, a Delaware corporation ("CSC"), and...Agreement and Plan of Merger • February 15th, 2006 • Compliance Systems Corp • Nevada
WITNESSETHGuaranty • February 15th, 2006 • Compliance Systems Corp • New York
AGREEMENTAgreement • February 15th, 2006 • Compliance Systems Corp
Exhibit 10.44 COMPLIANCE SYSTEMS CORPORATION LOCK-UP AGREEMENT The undersigned hereby agrees that for a period commencing on November 30, 2005 and expiring on the date that all amounts owed to Montgomery Equity Partners, Ltd. (the "Investor"), or any...Compliance Systems Corp • February 15th, 2006
The undersigned hereby agrees that for a period commencing on November 30, 2005 and expiring on the date that all amounts owed to Montgomery Equity Partners, Ltd. (the "Investor"), or any successors or assigns, under the Secured Convertible Debentures issued to the Investor pursuant to the Securities Purchase Agreement between Compliance Systems Corporation (the "Company") and the Investor of even date herewith have been paid (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by
Exhibit 10.26 AGREEMENT AGREEMENT made as of the 15th day of July, 2004 by and among Call Compliance, Inc., a company organized under the laws of New York ("CCI" or the "Company"), Spirits Management Inc., a company organized under the laws of New...Agreement • February 15th, 2006 • Compliance Systems Corp
AGREEMENT made as of the 15th day of July, 2004 by and among Call Compliance, Inc., a company organized under the laws of New York ("CCI" or the "Company"), Spirits Management Inc., a company organized under the laws of New York ("Payee"), and Compliance Systems Corporation, a company organized under the laws of Delaware ("CSC").
IN WITNESS WHEREOF this Agreement hasSublease Agreement • February 15th, 2006 • Compliance Systems Corp • New York
Agreement dated as of January 6, 2003 between Automated Systems National Network, Inc. (a/k/a "Call Compliance.com") with offices located at 90 Pratt Oval, Glen Cove, NY 11542 ("Overtenant"), .and the Intellidyne LLC, with offices located at 2973 Brentwood Court, Wantagh, NY 11793 ("Undertenant").
TERMINATION AN]) RELEASE AGREEMENT be substituted for the Original Guarantees.Termination and Release Agreement • February 15th, 2006 • Compliance Systems Corp • New York
NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
560 Broadhóllow Road - Suite 201 Lease No. MeFvillw, NY 11747 EQUIPMENT LEASE AGREEMENT Lessee Spirits Management, Inc. Full Legal Name - Include DBA if Applicable Billing Address City State ZIp SUPPLIER (Name and Address) Quantity Full Description of...Equipment Lease Agreement • February 15th, 2006 • Compliance Systems Corp • California
Lessor will lease to Lessee and Lessee will lease from Lessor the above-described personal property (collectively and including replacements the "Equipment" and individually an"1tem'~ wider the terms of this equipment lease agreement ("lease") which are act forth here and onpage 2 of this lease.
NY462277.2 20818910001 01t26/2006 arEmployment Agreement • February 15th, 2006 • Compliance Systems Corp
ADDENDUM TO PROMISSORY NOTECompliance Systems Corp • February 15th, 2006
This agreement amends the promissory nOte for a revolving loan dated 10/25/2004 between Compliance Systems Corporation and Barry Brookstein.
ContractLease Agreement • February 15th, 2006 • Compliance Systems Corp
EQUIPMENT LEASEEquipment Lease • February 15th, 2006 • Compliance Systems Corp
LEASE. By signing below and tendering advance payments to Lessor, Lessee hereby offers to lease from Lessor pursuant to all the provisions set forth in the following pages, the personal property described above together with all substitutions, replacements, repairs, upgrades, additions, accessories, attachments, products and proceeds (the "Equipment") and authorizes Lessor and Assignee to obtain credit reports on Lessee and each proposed Guarantor. Lessor by signing below accepts and hereby leases the Equipment to Lessee. Unless expressly stated otherwise, all references to Lessor shall be deemed to include applicable Assignees of Lessor. Lessee's obligation to pay Rent to Lessor or the Assignee is absolute and unconditional and shall not be subject to any abatement, deferral, reduction, defense, counterclaim, setoff or recoupment for any reason, including without limitation any claim against the manufacturer or loss of possession or use of the Equipment.
ContractPromissory Note • February 15th, 2006 • Compliance Systems Corp • New York
Lease No 2002040085 I'EIU\IS i\~~l ) ( '( )I'~l)l'l'J( )NS arising by reason of any alleged defect in any Item or F'lt'AS1~ l~EAl) (1At~EFI 'IJX l!l~l'()J(l'LEASE AGREEMENT ielated property. Equipment will at all times remain SIGNING 'Ill (S I E,\SE (...Lease No 2002040085 • February 15th, 2006 • Compliance Systems Corp • South Carolina
Ice, i-~ I Ia' i~Pi~t or cifhlia(t' ul (1w Sii~~ihii cool 11i' Sii()f)liPi 011(1 and conditions of the Lease. This Guaranty is continning, absolute and
LETTER AGREEMENTLetter Agreement • February 15th, 2006 • Compliance Systems Corp
ASSIGNMENT OF LEASE WITH CONSENT OF LANDLORD Miscellaneous Provisions IN WITNESS WHEREOF this Agreement has been executed for and on behalf of each party by and through its authorized representative on this 26th day of January.Compliance Systems Corp • February 15th, 2006 • New York
Assignment. The Landlord also agrees to the Assignee assuming the payment of rent and performance of all duties and obligations as provided in the Lease. The Landlord releases Automated Systems National Network, Inc., Assignor, from all duties and obligations under the Lease, including the payment of rent, and accepts Assignee as Lessee in the place of Automated Systems National Network, Inc., Lessee and Assignor. The Landlord acknowledges that, pursuant to the Assignment Agreement, it is now holding Assignor's security deposit on behalf of the Assignee.
AGREEMENT23 Agreement • February 15th, 2006 • Compliance Systems Corp
ADDENDUM TO PROMISSOI~ ADDENDUM TO PROMISSORY NOTECompliance Systems Corp • February 15th, 2006 • New York
This agreement amends the promissory note for a revolving loan dated 3/1/2003 between Compliance Systems Corporation and Spirits Management Inc.
NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Compliance Systems Corp • February 15th, 2006
