COMPUTER SOFTWARE INNOVATIONS, INC. 1661 E. Main Street, Suite A Easley, SC 29642 September 30, 2005
Exhibit 10.1
COMPUTER SOFTWARE INNOVATIONS, INC.
1661 E. Main Street, Suite A
Easley, SC 29642
September 30, 2005
Barron Partners LP
730 Fifth Avenue, 9th Floor
New York, New York 10019
Attention: Mr. Andrew Barron Worden
Re: | Registration Rights Agreement dated February 10, 2005 by and between Computer Software Innovations, Inc., a Delaware corporation (CSI) and Barron Partners LP, a Delaware limited partnership (Barron) |
Dear Mr. Worden:
This letter is being provided to you in connection with the above-referenced Registration Rights Agreement between Barron and CSI (the Agreement). The Agreement relates to the transaction (the Transaction) in which Barron purchased 7,217,736 shares of Series A convertible nonvoting preferred stock of CSI (the Preferred Stock) and two warrants (the Warrants) to purchase 7,217,736 shares in the aggregate of the common stock of CSI. Under Section 2.2 of the Agreement, CSI agreed to use its best efforts to cause its registration statement filed with the Securities and Exchange Commission (the SEC) on March 28, 2005 (the Initial Registration Statement) to be declared effective on or before June 11, 2005. Section 2.8 provides for liquidated damages to be paid by CSI to Barron in the event of our failure to cause a registration statement to be declared effective as required. As you are aware, we have previously entered into letter agreements (the Extension Letters) on three prior occasions extending the required registration statement effective date each time. Currently, CSI is obligated to cause a registration statement to be declared effective by September 30, 2005.
We are continuing to work to amend the Transaction documents and the Initial Registration Statement to address comments received from the SEC staff and to thereby avoid possible future delays and additional costs. However, we do not anticipate being able to finalize all of the necessary amendments prior to September 30, 2005. Furthermore, in order to successfully effect the foregoing amendments, we must withdraw the Initial Registration Statement, amend the necessary Transaction documents, and then file a new registration statement (the New Registration Statement). While we do not believe that the withdrawal and refiling of the registration statement will adversely impact or prejudice CSI in any way, we ask that Barron affirmatively consent to the substitution of such New Registration Statement in place of the Initial Registration Statement.
In light of the foregoing, and pursuant to our recent communications, we also request that Barron extend its waiver of CSIs current obligation under Section 2.2 of the Agreement pursuant to the Extension Letters to cause the registration statement to be declared effective by September 30, 2005, as well as the payment of related liquidated damages under Section 2.8 with respect to any failure to achieve effectiveness by such date. In consideration of the waiver extension, CSI concurrently herewith remits to Barron the sum of Fifty Thousand Dollars and No/100 ($50,000). Furthermore, CSI agrees with Barron that CSI shall be required to cause the registration statement to be declared effective on or before November 30, 2005. This waiver shall not otherwise affect Barrons rights and CSIs obligations under the Agreement, including the utilization of CSIs best efforts to cause the registration statement to be declared effective with the SEC as soon as practicable and the payment of liquidated damages under Section 2.8 with respect to any future breach of such section.
If (i) the withdrawal of the Initial Registration Statement and substitution therefor of the New Registration Statement and (ii) the extension of the required effective date until November 30, 2005 are acceptable to Barron, please so indicate by signing the attached duplicate original of this letter and returning it to me. Thank you in advance for your cooperation and attention to this matter. Please call me if you have any questions concerning the foregoing.
Yours very truly, |
/s/ Nancy K. Hedrick |
Nancy K. Hedrick |
President and CEO |
ACCEPTED AND AGREED TO
this 30th day of September, 2005.
BARRON PARTNERS LP | ||
By: | Barron Capital Advisors LLC, its General Partner | |
By: | /s/ Andrew Barron Worden | |
Andrew Barron Worden, Managing Member | ||
730 Fifth Avenue, 9th Floor | ||
New York, New York 10019 |