Common use of Subordinated Loans Clause in Contracts

Subordinated Loans. In order to facilitate the Merger, each of the Original Shareholders has agreed pursuant to the terms of the Merger Agreement to each make a loan to the Company in amounts that will aggregate $1,875,200.00 (collectively, the “Original Shareholders Subordinated Loan”). The Original Shareholders Subordinated Loan shall be funded by the deferral of cash consideration that would have otherwise been payable to such Original Shareholders in the Merger, and shall be effective as of the closing of the Merger. The Investor hereby agrees to make a loan in the same amount and on the same terms as the Original Shareholders Subordinated Loan (the “Investor Subordinated Loan”), which shall be funded by deposit with the Escrow Agent and shall be effective as of Closing. The “Original Shareholders Subordinated Loan” and the “Investor Subordinated Loan” are hereinafter collectively referred to the “Subordinated Loans.” Both Subordinated Loans shall be evidenced by Subordinated Promissory Notes in the forms attached hereto collectively as Exhibit C (the “Subordinated Promissory Note”), and shall be subordinated to claims of PREFERRED STOCK PURCHASE AGREEMENT BETWEEN COMPUTER SOFTWARE INNOVATIONS, INC. AND XXXXXX PARTNERS LP PAGE 7 OF 29 Senior Debt (as such term is defined in the Subordinated Promissory Note) of the Company pursuant to the terms of the Subordinated Promissory Note; provided, however, that the Investor Subordinated Promissory Note, the Original Shareholders Subordinated Promissory Note, the Merger Note, and the Dividend Notes shall rank pari passu each between and among each other. The Subordinated Loans shall be unsecured, bear interest at the prime rate of interest as published by Bank of America plus two percent (2%) per annum payable quarterly, and mature fifteen (15) months from the Closing Date. The Company shall cause the Investor Subordinated Promissory Note to be issued to the Investor upon the release of the amount of such loan to the Company by the Escrow Agent pursuant to the terms of the Escrow Agreement.

Subordinated Loans. In order Lender agrees to facilitate make three loans (the Merger, each "FINANCE LOANS") upon written request therefore by the Borrower to Borrower in the aggregate principal amount not to exceed the amount of the Original Shareholders has agreed pursuant Holdings Equity Contribution. The Finance Loans shall consist of (i) a loan in an amount up to the terms Tranche A Commitment Amount, as defined in the Holdings Credit Agreement (the "TRANCHE A FINANCE LOAN"), (ii) a loan in an amount up to the Tranche B Commitment Amount, as defined in the Holdings Credit Agreement (the "TRANCHE B FINANCE LOAN"), and (iii) a loan in an amount up to the Tranche C Commitment Amount, as defined in the Holdings Credit Agreement (the "TRANCHE C FINANCE LOAN"). Borrower may from time to time prepay, in whole or in part, and reborrow the Finance Loans; PROVIDED that the aggregate principal amount of the Merger Agreement to each make a loan to Finance Loans outstanding shall not exceed the Company in amounts that will aggregate $1,875,200.00 (collectivelyamount of the Tranche A Commitment Amount, the “Original Shareholders Subordinated Loan”Tranche B Commitment Amount and the Tranche C Commitment Amount under the Holdings Credit Agreement (the "FINANCE LOAN COMMITMENT"). The Original Shareholders Subordinated Loan shall be funded by the deferral of cash consideration that would have otherwise been payable to such Original Shareholders in the Merger, and shall be effective as obligations of the closing of the Merger. The Investor hereby agrees Lender to make a loan in the same amount and Finance Loans to Borrower shall terminate automatically on the same terms as the Original Shareholders Subordinated Tranche A Loan (the “Investor Subordinated Loan”), which shall be funded by deposit with the Escrow Agent and shall be effective as of Closing. The “Original Shareholders Subordinated Loan” and the “Investor Subordinated Loan” are hereinafter collectively referred to the “Subordinated Loans.” Both Subordinated Loans shall be evidenced by Subordinated Promissory Notes in the forms attached hereto collectively as Exhibit C (the “Subordinated Promissory Note”), and shall be subordinated to claims of PREFERRED STOCK PURCHASE AGREEMENT BETWEEN COMPUTER SOFTWARE INNOVATIONS, INC. AND XXXXXX PARTNERS LP PAGE 7 OF 29 Senior Debt Commitment Termination Date (as such term is defined in the Subordinated Promissory NoteHoldings Credit Agreement) of for the Company pursuant to the terms of the Subordinated Promissory Note; provided, however, that the Investor Subordinated Promissory NoteTranche A Finance Loan, the Original Shareholders Subordinated Promissory Note, Tranche B Commitment Termination Date (as defined in the Merger NoteHoldings Credit Agreement) for the Tranche B Finance Loan, and the Dividend Notes Tranche C Commitment Termination Date (as defined in the Holdings Credit Agreement) for the Tranche C Finance Loan. Borrower shall rank pari passu execute a promissory note for each between finance loan in form and among each other. The Subordinated Loans shall be unsecured, bear interest at the prime rate of interest substance substantially similar to EXHIBIT A hereto and otherwise in form and substance as published by Bank of America plus two percent (2%) per annum payable quarterly, and mature fifteen (15) months from the Closing Date. The Company shall cause the Investor Subordinated Promissory Note to be issued to the Investor upon the release of the amount of such loan to the Company is agreed by the Escrow Agent pursuant to the terms of the Escrow Agreementparties hereto."

Subordinated Loans. In order to facilitate (a) On the Mergerdate hereof, each of the Original Shareholders has agreed pursuant Subordinated Lender shall make an initial advance to the terms Borrower in the amount of the Merger Agreement to each make a loan to the Company in amounts that will aggregate $1,875,200.00 275,000,000 (collectively, the “Original Shareholders Subordinated LoanInitial Advance”). The Original Shareholders Initial Advance shall be deemed to have been made upon the effectiveness of the Assignment and Amendment Agreement and of the purchase by the Borrower of the Existing Assignor Intercompany Loans from the Subordinated Lender as provided therein. The Borrower and the Subordinated Lender hereby agree that the Initial Advance shall be deemed to be, and treated for all purposes hereunder as, a Subordinated Loan made hereunder. (b) By 3:00 p.m. (New York City time) on each Settlement Date, the Subordinated Lender shall be funded by the deferral of cash consideration that would have otherwise been payable to such Original Shareholders in the Merger, and shall be effective as of the closing of the Merger. The Investor hereby agrees to make an additional loan (each a loan in the same amount and on the same terms as the Original Shareholders Subordinated Loan (the “Investor Subordinated Loan”), which shall be funded by deposit with the Escrow Agent and shall be effective as of Closing. The “Original Shareholders Settlement Date Subordinated Loan” and collectively the “Investor Settlement Date Subordinated Loans”) to the Borrower, in an amount equal to the aggregate amount of “Unpaid Balances” due to the Sellers pursuant thereto, and as defined in, the Purchase and Sale Agreement on such date, provided that the aggregate amount of Settlement Date Subordinated Loans outstanding at any time hereunder shall not exceed the lesser of (x) $125,000,000 and (y) the Subordinated Loan Cap. (c) The Subordinated Lender may make additional loans (each an “Additional Subordinated Loan” and collectively the “Additional Subordinated Loans”) to the Borrower from time to time, at such times and in such amounts as mutually agreed by the Borrower (on the direction of the NZ Manager) and the Subordinated Lender. (d) The Initial Advance, each Settlement Date Subordinated Loan and each Additional Subordinated Loan made hereunder are hereinafter collectively each referred to the herein as a “Subordinated Loan” and, collectively, as “Subordinated Loans.” Both and the Borrower and the Subordinated Loans Lender agree that each of them shall be evidenced by deemed and treated as a Subordinated Promissory Notes in Loan made hereunder. (e) Upon the forms attached hereto collectively as Exhibit C (effectiveness hereof the “Subordinated Promissory Note”), NZ Manager shall prepare and shall be subordinated to claims of PREFERRED STOCK PURCHASE AGREEMENT BETWEEN COMPUTER SOFTWARE INNOVATIONS, INC. AND XXXXXX PARTNERS LP PAGE 7 OF 29 Senior Debt (as such term is defined in the Subordinated Promissory Note) of the Company pursuant deliver to the terms of the Subordinated Promissory Note; provided, however, that the Investor Subordinated Promissory Note, the Original Shareholders Subordinated Promissory Note, the Merger NoteBorrower, and the Dividend Notes Borrower shall rank pari passu each between and among each other. The Subordinated Loans shall be unsecured, bear interest at the prime rate of interest as published by Bank of America plus two percent (2%) per annum payable quarterly, and mature fifteen (15) months from the Closing Date. The Company shall cause the Investor Subordinated Promissory Note to be issued issue to the Investor upon Subordinated Lender, a promissory note in the release of form attached as Exhibit A hereto evidencing the amount of such loan to the Company by the Escrow Agent pursuant to the terms of the Escrow AgreementSubordinated Loans. 2.