End of Cornell NEWS!! Here is why COPI is being bought hard BEFORE this end of Cornell financing is PR'd..
The end of Cornell for COPI - here is a good read for you..
Item 1.01 Entry into Material Definitive Agreements.
(a) Effective as of December 6, 2007, Compliance Systems Corporation, a Nevada corporation (the “ Company ”), entered into an agreement with YA Global Investments, LLC and Montgomery Equity Partners, LP (the “ Investors ”), which provides the Investors’ consent for the Company to raise additional capital, provided the Company redeems all of the Investors’ previously issued Company convertible debentures. The company believes it will be in a position to repay its obligations to YA Global Investments, LLC and Montgomery Equity Partners, LP, in full, by December 31, 2007. The letter agreement is attached hereto as Exhibit 10.67.
(b) Effective as of December 1, 2007 through December 31, 2008, Compliance Systems Corporation, a Nevada corporation (the “ Company ”), entered into an agreement with The Investor Relations Group Inc. (“IRG”) to serve as its investor relations and corporate communications firm. For its services, IRG will be paid a monthly maintenance fee of $5,000 as well as a one time fee of 5,000,000 shares of restricted common stock. The letter agreement is attached hereto as Exhibit 10.68.
Exhibit 10.67
December 6, 2007
Compliance Systems Corporation
90 Pratt Oval
Glen Cove, New York 11542
Attention: Dean Garfinkel
Dear Mr. Garfinkel:
Please accept this correspondence as our written consent under the Section 4(l) of the Securities Purchase Agreement dated March 8, 2006 by and between Compliance Systems Corporation and Montgomery Equity Partners, Ltd. (“ Montgomery ”) (the “ March 2006 Securities Purchase Agreement ”) and Section 4(k) of the Securities Purchase Agreement dated March 16, 2007 by and between Compliance Systems Corporation and YA Global Investments, L.P (f/k/a Cornell Capital Partners, LP) (“ YA Global ”) (the “ March 2007 Securities Purchase Agreement ”) for the issuance and sale by the Company of up to $2,500,000.00 of Company’s preferred stock convertible into shares of the Company’s common stock at $0.01 per share, which may be less than the bid price of the Company’s common stock immediately prior to its issuance and sale (the “ Issuance and Sale ”).
Provided however our consent here under is preconditioned on 1) that such Issuance and Sale must occur prior to and conclude by December 31, 2007 (the “ Issuance and Sale Deadline ”), 2) that the gross proceeds of such Issuance and Sale must be in an amount no less than $1,140,806.18 (the “ Issuance and Sale Minimum ”) and 3) that the Company must remit no later than December 31, 2007, directly from the gross proceeds of such Issuance and Sale, to YA Global all amounts owed under the convertible debentures issued under the March 2007 Securities Purchase Agreement, which on December 31, 2007 shall be outstanding principal of $647,585.60, outstanding and accrued interest of $171,415.79 and a redemption premium of $129,517.12 and to Montgomery all amounts owed under the convertible debentures issued under the March 2006 Securities Purchase Agreement , which on December 31, 2007 shall be outstanding principal of $150,000, outstanding and accrued interest of $12,287.67 and a redemption premium of $30,000.
In the event that the Company shall fail to raise the Issuance and Sale Minimum by the Issuance and Sale Deadline YA Global’s and Montgomery’s consents provided hereunder shall be null and void and the Company shall immediately refund to the respective investors such amounts raised by the Issuance and Sale and cancel the shares of the Company’s preferred stock there under. In the event that the Company fails to take such action such Issuance and Sale shall be deemed to have been conducted with out the consent of YA Global and Montgomery and shall therefore be a breach by the Company of the covenants under the March 2006 Securities Purchase Agreement and March 2006 Securities Purchase Agreement, respectively.
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Please accept this correspondence as YA Global’s written notice, pursuant to Section 4 (m) of the March 2007 Securities Purchase Agreement, electing not to participate in the Issuance and Sale.
This written rejection of YA Global’s right of first refusal shall be a one-time rejection of YA Global’s right to participate in the specific issuances described herein and shall not be deemed a waiver of the “ Right of First Refusal ” as outlined in Section 4 (m) of the March 2007 Securities Purchase Agreement.
Lastly, this written consent of YA Global and Montgomery shall be a one-time consent for the specific issuances described herein and shall not be deemed a consent to any future issuances nor a waiver of the “ Restriction on the Issuance of Capital Stock ” as outlined in Section 4 (l) of the March 2006 Securities Purchase Agreement and Section 4 (k) of the March 2007 Securities Purchase Agreement, respectively.
Very truly yours,
Acknowledged and Agreed this 6 th day of December 2007 YA Global Investments, L.P.
By: Yorkville Advisors, LLC
Compliance Systems Corporation Its: Investment Manager
By: ___________________________ By:
Name: Dean Garfinkel Name: Mark Angelo
Title: Chief Executive Officer Title: President and Portfolio Manager
Montgomery Equity Partners, LP
By: Yorkville Advisors, LLC
Its: Investment Manager
By:
Name: Mark Angelo
Title: President and Portfolio Manager
AI
