COMPUTER SOFTWARE INNOVATIONS, INC. 1661 E. Main Street, Suite A Easley, SC 29642 January 6, 2006
Exhibit 10.1
COMPUTER SOFTWARE INNOVATIONS, INC.
1661 E. Main Street, Suite A
Easley, SC 29642
January 6, 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 four prior occasions extending the required registration statement effective date each time. The last waiver extended the required registration statement effective date until November 30, 2005.
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 are currently in the process of responding to SEC comments with respect to the New Registration Statement, and anticipate soon filing an amendment to the New Registration Statement.
In light of the foregoing, and pursuant to your recent communications with Tom Clinton, we respectfully request that Barron extend its waiver of CSIs obligation under Section 2.2 of the Agreement pursuant to the Extension Letters to cause the registration statement to be declared effective by November 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 agrees with Barron that CSI shall be required to cause the registration statement to be declared effective on or before January 31, 2006. 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 extension of the required effective date until January 31, 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 9th day of January, 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 |