COMPUTER SOFTWARE INNOVATIONS, INC. 1661 E. Main Street, Suite A Easley, SC 29642 January 31, 2006

EX-10.1 2 dex101.htm LETTER AGREEMENT Letter Agreement

Exhibit 10.1

 

COMPUTER SOFTWARE INNOVATIONS, INC.

1661 E. Main Street, Suite A

Easley, SC 29642

 

January 31, 2006

 

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”), as amended on November 7, 2005

 

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 five prior occasions extending the required registration statement effective date each time. The most recent waiver extended the required registration statement effective date until January 31, 2006.

 

As you are aware, on September 30, 2005 we withdrew the Initial Registration Statement in order to amend certain of the Transaction documents to respond to SEC comments and concerns. We subsequently filed a new registration statement (the “New Registration Statement”) on November 21, 2005. We responded to the SEC’s comments with respect to the New Registration Statement, and filed an amendment to the New Registration Statement on January 13, 2006. We now await the SEC’s response.

 

In light of the foregoing, and pursuant to your recent communications with Tom Clinton, we respectfully request that Barron extend its waiver of CSI’s obligation under Section 2.2 of the Agreement pursuant to the Extension Letters to cause the registration statement to be declared effective by January 31, 2006, 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 agrees with Barron that CSI shall be required to cause the registration statement to be declared effective on or before February 28, 2006. This waiver shall not otherwise affect Barron’s rights and CSI’s obligations under the Agreement, including the utilization of CSI’s 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 extension of the required effective date until February 28, 2006 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 3rd day of February, 2006.

 

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