COMPUTER SOFTWARE INNOVATIONS, INC. 1661 E. Main Street, Suite A Easley, SC 29642 June 6, 2005
Exhibit 10.1
COMPUTER SOFTWARE INNOVATIONS, INC.
1661 E. Main Street, Suite A
Easley, SC 29642
June 6, 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 (the Agreement) between Barron and CSI. 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 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 the registration statement to be declared effective as required.
As we have discussed, it is in the mutual best interest of CSI and Barron to amend the Transaction documents to address comments received from and discussions with the SEC staff and to thereby avoid possible future delays and additional costs. Accordingly, in order to provide adequate time to effectuate such amendments, we respectfully request that Barron waive CSIs current obligation under Section 2.2 of the Agreement to cause the registration statement to be declared effective by June 11, 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 this waiver, CSI agrees with Barron that CSI shall be required to cause the registration statement to be declared effective by July 11, 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 the foregoing waiver is 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 day of June, 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 |