Seaniemac International, Ltd. Contracts & Agreements

$35,500.00CONVERTIBLE PROMISSORY NOTE (Filed With SEC on February 29, 2016)

Agreement Forthe sale and purchase of the business carried on by Apollo Betting and Gaming Ltd (Filed With SEC on February 17, 2016)

EXCLUSIVEMARKETING AGREEMENT (Filed With SEC on January 30, 2015)

INVESTMENTAGREEMENT (Filed With SEC on January 29, 2015)

REGISTRATIONRIGHTS AGREEMENT (Filed With SEC on January 29, 2015)

FORBEARANCEAGREEMENT (Filed With SEC on November 26, 2014)

SETTLEMENTAGREEMENT AND STIPULATION (Filed With SEC on July 28, 2014)

SecuritiesPurchase Agreement (Filed With SEC on December 10, 2013)

SeaniemacInternational, Ltd. SecuredConvertible Promissory Note (Filed With SEC on December 10, 2013)

SEANIEMAC INTERNATIONAL, LTD. WARRANT #1 TO PURCHASE SHARES OF COMMON STOCK (Filed With SEC on December 10, 2013)

BUYERNOTE #1 (Filed With SEC on December 10, 2013)

AGREEMENTAND PLAN OF MERGER byand between SEANIEMACINTERNATIONAL, LTD., aNevada corporation and COMPLIANCESYSTEMS CORPORATION, aNevada corporation (Filed With SEC on July 29, 2013)

Datedthe 30th day of January 2013 BOYLESPORTS AND SEANIEMACLIMITED (Filed With SEC on February 27, 2013)

AMENDMENT TO SECURITIES EXCHANGE AGREEMENT (Filed With SEC on February 27, 2013)

“HEADS OF AGREEMENT” (Filed With SEC on January 22, 2013)

SECURITIES EXCHANGE AGREEMENT (Filed With SEC on November 2, 2012)

AMENDMENT TO SECURITIES EXCHANGE AGREEMENT (Filed With SEC on November 2, 2012)

VOID AFTER 5:00 P.M. ON JUNE 29, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,500,000 Common Stock Purchase Warrants (Filed With SEC on August 20, 2012)

VOID AFTER 5:00 P.M. ON JUNE 29, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 150,000 Common Stock Purchase Warrants (Filed With SEC on August 20, 2012)

VOID AFTER 5:00 P.M. ON JUNE 29, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 2,250,000 Common Stock Purchase Warrants (Filed With SEC on August 20, 2012)

VOID AFTER 5:00 P.M. ON JUNE 30, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 6,000,000 Common Stock Purchase Warrants (Filed With SEC on August 20, 2012)

VOID AFTER 5:00 P.M. ON JUNE 30, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 225,000 Common Stock Purchase Warrants (Filed With SEC on August 20, 2012)

VOID AFTER 5:00 P.M. ON JUNE 30, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 675,000 Common Stock Purchase Warrants (Filed With SEC on August 20, 2012)

VOID AFTER 5:00 P.M. ON JUNE 30, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,050,000 Common Stock Purchase Warrants (Filed With SEC on August 20, 2012)

SECURITIES EXCHANGE AGREEMENT (Filed With SEC on June 12, 2012)

VOID AFTER 5:00 P.M. ON MARCH 30, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,500,000 Common Stock Purchase Warrants (Filed With SEC on May 18, 2012)

VOID AFTER 5:00 P.M. ON MARCH 30, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 150,000 Common Stock Purchase Warrants (Filed With SEC on May 18, 2012)

VOID AFTER 5:00 P.M. ON MARCH 30, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 2,250,000 Common Stock Purchase Warrants (Filed With SEC on May 18, 2012)

VOID AFTER 5:00 P.M. ON MARCH 31, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 6,000,000 Common Stock Purchase Warrants (Filed With SEC on May 18, 2012)

VOID AFTER 5:00 P.M. ON MARCH 31, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 225,000 Common Stock PurchaseWarrants (Filed With SEC on May 18, 2012)

VOID AFTER 5:00 P.M. ON MARCH 31, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 675,000 Common Stock Purchase Warrants (Filed With SEC on May 18, 2012)

VOID AFTER 5:00 P.M. ON MARCH 31, 2017 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,050,000 Common Stock Purchase Warrants (Filed With SEC on May 18, 2012)

VOID AFTER 5:00 P.M. ON SEPTEMBER 29, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,500,000 Common Stock Purchase Warrants (Filed With SEC on November 21, 2011)

VOID AFTER 5:00 P.M. ON SEPTEMBER 29, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 150,000 Common Stock Purchase Warrants (Filed With SEC on November 21, 2011)

VOID AFTER 5:00 P.M. ON SEPTEMBER 29, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 2,250,000 Common Stock Purchase Warrants (Filed With SEC on November 21, 2011)

VOID AFTER 5:00 P.M. ON SEPTEMBER 30, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 6,000,000 Common Stock Purchase Warrants (Filed With SEC on November 21, 2011)

VOID AFTER 5:00 P.M. ON SEPTEMBER 30, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 225,000 Common Stock Purchase Warrants (Filed With SEC on November 21, 2011)

VOID AFTER 5:00 P.M. ON SEPTEMBER 30, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 675,000 Common Stock Purchase Warrants (Filed With SEC on November 21, 2011)

VOID AFTER 5:00 P.M. ON SEPTEMBER 30, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,050,000 Common Stock Purchase Warrants (Filed With SEC on November 21, 2011)

WARRANT EXCHANGE AGREEMENT (Filed With SEC on August 22, 2011)

VOID AFTER 5:00 P.M. ON JUNE 29, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,500,000 Common Stock Purchase Warrants (Filed With SEC on August 22, 2011)

VOID AFTER 5:00 P.M. ON JUNE 29, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 128,600 Common Stock Purchase Warrants (Filed With SEC on August 22, 2011)

VOID AFTER 5:00 P.M. ON JUNE 30, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 225,000 Common Stock Purchase Warrants (Filed With SEC on August 22, 2011)

VOID AFTER 5:00 P.M. ON JUNE 30, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 675,000 Common Stock Purchase Warrants (Filed With SEC on August 22, 2011)

VOID AFTER 5:00 P.M. ON JUNE 30, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE (Filed With SEC on August 22, 2011)

VOID AFTER 5:00 P.M. ON DECEMBER 31, 2015 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 6,000,000 Common Stock Purchase Warrants Warrant Certificate No.... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON DECEMBER 31, 2015 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 225,000 Common Stock Purchase Warrants Warrant Certificate No.... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON DECEMBER 31, 2015 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 675,000 Common Stock Purchase Warrants Warrant Certificate No.... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON DECEMBER 31, 2015 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,050,000 Common Stock Purchase Warrants Warrant Certificate No.... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON MARCH 30, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,500,000 Common Stock Purchase Warrants Warrant Certificate No.... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON MARCH 30, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 2,250,000 Common Stock Purchase Warrants Warrant Certificate No.... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON MARCH 31, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 6,000,000 Common Stock Purchase Warrants Warrant Certificate No.... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON MARCH 31, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 225,000 Common Stock Purchase Warrants Warrant Certificate No.... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON MARCH 31, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 675,000 Common Stock Purchase Warrants Glen Cove, New YorkWarrant... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON MARCH 31, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 1,050,000 Common Stock Purchase Warrants Glen Cove, New YorkWarrant... (Filed With SEC on May 16, 2011)

VOID AFTER 5:00 P.M. ON APRIL 25, 2016 COMPLIANCE SYSTEMS CORPORATION COMMON STOCK PURCHASE WARRANT CERTIFICATE 50,000,000 Common Stock Purchase Warrants Warrant Certificate... (Filed With SEC on May 16, 2011)

AGREEMENT AND CONSENT TO SURRENDER OF COLLATERAL (Filed With SEC on March 2, 2011)

DeanGarfinkel (Filed With SEC on November 23, 2010)

VOIDAFTER 5:00 P.M. ON SEPTEMBER29, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 1,500,000Common Stock PurchaseWarrants (Filed With SEC on October 4, 2010)

VOIDAFTER 5:00 P.M. ON SEPTEMBER29, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 2,250,000Common Stock PurchaseWarrants (Filed With SEC on October 4, 2010)

VOIDAFTER 5:00 P.M. ON SEPTEMBER30, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 6,000,000Common Stock PurchaseWarrants (Filed With SEC on October 4, 2010)

VOIDAFTER 5:00 P.M. ON SEPTEMBER30, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 4,500,000Common Stock PurchaseWarrants (Filed With SEC on October 4, 2010)

VOIDAFTER 5:00 P.M. ON SEPTEMBER30, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 225,000Common Stock Purchase Warrants (Filed With SEC on October 4, 2010)

VOIDAFTER 5:00 P.M. ON SEPTEMBER30, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 675,000Common Stock PurchaseWarrants (Filed With SEC on October 4, 2010)

VOIDAFTER 5:00 P.M. ON SEPTEMBER30, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 1,050,000Common Stock Purchase Warrants (Filed With SEC on October 4, 2010)

OMNIBUSAMENDMENT AND SECURITIESPURCHASE AGREEMENT (Filed With SEC on July 12, 2010)

COMPLIANCESYSTEMS CORPORATION SECUREDCONVERTIBLE DEBENTURE (Filed With SEC on July 12, 2010)

VOIDAFTER 5:00 P.M. ON JUNE 29, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 1,500,000Common Stock PurchaseWarrants (Filed With SEC on July 12, 2010)

VOIDAFTER 5:00 P.M. ON JUNE 29, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 2,250,000Common Stock Purchase Warrants (Filed With SEC on July 12, 2010)

VOIDAFTER 5:00 P.M. ON JULY 6, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 6,000,000Common Stock PurchaseWarrants (Filed With SEC on July 12, 2010)

VOIDAFTER 5:00 P.M. ON JULY 6, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 4,500,000Common Stock PurchaseWarrants (Filed With SEC on July 12, 2010)

VOIDAFTER 5:00 P.M. ON JULY 6, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 675,000Common Stock PurchaseWarrants (Filed With SEC on July 12, 2010)

VOIDAFTER 5:00 P.M. ON JULY 6, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 1,050,000Common Stock PurchaseWarrants (Filed With SEC on July 12, 2010)

ASSETPURCHASE AGREEMENT (Filed With SEC on June 24, 2010)

COMPLIANCESYSTEMS CORPORATION 50Glen Street, Suite 308 GlenCove, New York 11542 April16, 2010 (Filed With SEC on June 24, 2010)

ExecuserveCorp. IndependentSales Representative Agreement (Filed With SEC on June 18, 2010)

Agreementand Plan of Merger (Filed With SEC on February 17, 2010)

CONSULTINGAGREEMENT (Filed With SEC on February 17, 2010)

EMPLOYMENTAGREEMENT (Filed With SEC on February 17, 2010)

PROMISSORYNOTE (Filed With SEC on February 17, 2010)

LOCK-UPAGREEMENT (Filed With SEC on February 17, 2010)

AMENDEDAND RESTATED SECURITIESPURCHASE AGREEMENT (Filed With SEC on February 17, 2010)

AMENDEDAND RESTATED SECURITYAGREEMENT (Filed With SEC on February 17, 2010)

GUARANTYAGREEMENT (Filed With SEC on February 17, 2010)

GUARANTORSECURITY AGREEMENT (Filed With SEC on February 17, 2010)

SUBORDINATIONAGREEMENT (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON FEBRUARY 11, 2015 COMPLIANCESYSTEMS CORPORATION WARRANTCERTIFICATE 7,500,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 30, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 2,200,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 30, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 2,000,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ONDECEMBER 30, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 600,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 30, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 900,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON JANUARY 1, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 3,000,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON JANUARY 1, 2015 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 4,500,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

COMPLIANCESYSTEMS CORPORATION AMENDEDAND RESTATED SECUREDCONVERTIBLE DEBENTURE (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 30, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 90,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 30, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 270,000Common Stock PurchaseWarrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 30, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 420,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 31, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 12,000,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 31, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 450,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 31, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 1,350,000Common Stock PurchaseWarrants (Filed With SEC on February 17, 2010)

VOIDAFTER 5:00 P.M. ON DECEMBER 31, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 2,100,000Common Stock Purchase Warrants (Filed With SEC on February 17, 2010)

SECONDOMNIBUS AMENDMENT AND SECURITIESPURCHASE AGREEMENT (Filed With SEC on November 30, 2009)

COMPLIANCESYSTEMS CORPORATION SECUREDCONVERTIBLE DEBENTURE (Filed With SEC on November 30, 2009)

VOIDAFTER 5:00 P.M. ON NOVEMBER 22, 2014 COMPLIANCESYSTEMS CORPORATION WARRANTCERTIFICATE 320,000Common Stock Purchase Warrants (Filed With SEC on November 30, 2009)

VOIDAFTER 5:00 P.M. ON SEPTEMBER 29, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 1,800,000Common Stock Purchase Warrants (Filed With SEC on November 23, 2009)

VOIDAFTER 5:00 P.M. ON SEPTEMBER 29, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 1,200,000Common Stock Purchase Warrants (Filed With SEC on November 23, 2009)

VOIDAFTER 5:00 P.M. ON SEPTEMBER 29, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 600,000Common Stock Purchase Warrants (Filed With SEC on November 23, 2009)

VOIDAFTER 5:00 P.M. ON SEPTEMBER 29, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE (Filed With SEC on November 23, 2009)

OMNIBUSAMENDMENT AND SECURITIESPURCHASE AGREEMENT (Filed With SEC on September 22, 2009)

COMPLIANCESYSTEMS CORPORATION SECUREDCONVERTIBLE DEBENTURE (Filed With SEC on September 22, 2009)

VOIDAFTER 5:00 P.M. ON SEPTEMBER 20, 2014 COMPLIANCESYSTEMS CORPORATION WARRANTCERTIFICATE 400,000Common Stock Purchase Warrants (Filed With SEC on September 22, 2009)

VOIDAFTER 5:00 P.M. ON JUNE 29, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 3,400,000Common Stock Purchase Warrants (Filed With SEC on July 7, 2009)

VOIDAFTER 5:00 P.M. ON JUNE 29, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 2,800,000Common Stock Purchase Warrants (Filed With SEC on July 7, 2009)

VOIDAFTER 5:00 P.M. ON JUNE 29, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 1,200,000Common Stock Purchase Warrants (Filed With SEC on July 7, 2009)

VOIDAFTER 5:00 P.M. ON JUNE 29, 2014 COMPLIANCESYSTEMS CORPORATION COMMONSTOCK PURCHASE WARRANT CERTIFICATE 1,800,000Common Stock Purchase Warrants (Filed With SEC on July 7, 2009)

PROMISSORYNOTE EXCHANGE AGREEMENT (Filed With SEC on June 30, 2009)

ComplianceSystems Corporation 18%Senior Subordinated Secured Promissory Note (Filed With SEC on June 30, 2009)

SECURITYAGREEMENT (Filed With SEC on June 30, 2009)

VOIDAFTER 5:00 P.M. ON JUNE 23, 2014 COMPLIANCESYSTEMS CORPORATION CLASSA WARRANT CERTIFICATE 3,000,000Common Stock Purchase Warrants Glen Cove, New York Warrant Certificate No.... (Filed With SEC on June 30, 2009)

VOIDAFTER 5:00 P.M. ON JUNE 23, 2014 COMPLIANCESYSTEMS CORPORATION CLASSB WARRANT CERTIFICATE 3,000,000Common Stock Purchase Warrants (Filed With SEC on June 30, 2009)

PROMISSORYNOTE EXCHANGE AGREEMENT (Filed With SEC on June 30, 2009)

ComplianceSystems Corporation 18%Senior Subordinated Secured Promissory Note (Filed With SEC on June 30, 2009)

SECURITYAGREEMENT (Filed With SEC on June 30, 2009)

VOIDAFTER 5:00 P.M. ON JUNE 23, 2014 COMPLIANCESYSTEMS CORPORATION CLASSA WARRANT CERTIFICATE 1,000,000Common Stock Purchase Warrants (Filed With SEC on June 30, 2009)

VOIDAFTER 5:00 P.M. ONJUNE 23, 2014 COMPLIANCESYSTEMS CORPORATION CLASSB WARRANT CERTIFICATE 1,000,000Common Stock Purchase Warrants (Filed With SEC on June 30, 2009)

AMENDMENTNUMBER 1 TO LOAN MODIFICATION AGREEMENT (Filed With SEC on May 1, 2009)

Agreementto Amend and Restate Secured Convertible Debentures (Filed With SEC on April 14, 2009)

COMPLIANCESYSTEMS CORPORATION AMENDEDAND RESTATED SECUREDCONVERTIBLE DEBENTURE (Filed With SEC on April 14, 2009)

WAIVERAND STANDSTILL AGREEMENT (Filed With SEC on April 14, 2009)

LOAN MODIFICATIONAGREEMENT (Filed With SEC on April 14, 2009)

CallCompliance, Inc. Amendedand Restated Promissory Note (Filed With SEC on April 14, 2009)

CallCompliance, Inc. 18%Demand Promissory Note (Filed With SEC on April 14, 2009)

CORPORATEGUARANTY (Filed With SEC on April 14, 2009)

COMPLIANCESYSTEMS CORPORATION PromissoryNote $24,750.00 March 2, 2009 Garden City, New York (Filed With SEC on April 14, 2009)

CONSULTING AGREEMENT (Filed With SEC on December 5, 2008)

COMPLIANCE SYSTEMS CORPORATION SECURED CONVERTIBLE DEBENTURE $300,000.00 September 2, 2008 (Filed With SEC on September 5, 2008)

VOID AFTER 5:00 P.M. ON SEPTEMBER 1, 2013 COMPLIANCE SYSTEMS CORPORATION WARRANT CERTIFICATE 800,000 Common Stock Purchase Warrants (Filed With SEC on September 5, 2008)

COMPLIANCE SYSTEMS CORPORATION SECURITIES PURCHASE AGREEMENT (Filed With SEC on May 12, 2008)

COMPLIANCE SYSTEMS CORPORATION SECURED CONVERTIBLE DEBENTURE (Filed With SEC on May 12, 2008)

SECURITY AGREEMENT (Filed With SEC on May 12, 2008)

LIMITED NON-RECOURSE GUARANTY AGREEMENT (Filed With SEC on May 12, 2008)

STOCK PLEDGE AGREEMENT (Filed With SEC on May 12, 2008)

VOID AFTER 5:00 P.M. ON MAY 5, 2013 COMPLIANCE SYSTEMS CORPORATION WARRANT CERTIFICATE 900,000 Common Stock Purchase Warrants (Filed With SEC on May 12, 2008)

Non-Qualified Stock Option Agreement (Filed With SEC on February 19, 2008)

WARRANT (Filed With SEC on February 4, 2008)

THE INVESTOR RELATIONS GROUP INC. LETTER OF AGREEMENT Date: December 11, 2007 (Filed With SEC on December 12, 2007)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on March 23, 2007)

INVESTOR REGISTRATION RIGHTS AGREEMENT (Filed With SEC on March 23, 2007)

No. _______-1-1 $150,000 COMPLIANCE SYSTEMS CORPORATION Secured Convertible Debenture Due: March 16, 2009 (Filed With SEC on March 23, 2007)

SECURITY AGREEMENT (Patent) (Filed With SEC on March 23, 2007)

PLEDGE AND ESCROW AGREEMENT (Filed With SEC on March 23, 2007)

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 16, 2007 (Filed With SEC on March 23, 2007)

AMENDED AND RESTATED IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 16, 2007 (Filed With SEC on March 23, 2007)

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Seaniemac International, Ltd. Contracts & Agreements