EXHIBIT 2.1/10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 12th day of March, 2004 by and between Timothy Rosen ("Rosen"), an individual with an address at 7 Gough House, 57 Eden Street, Kingston Upon...Stock Purchase Agreement • July 26th, 2004 • Verticalbuyer Inc • Blank checks • New York
RGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 1, 2000 (the "Agreement"), is made by and between VerticalBuyer, Inc., a Delaware corporation ("VerticalBuyer") and CSP Inc., a Massachusetts...Registration Rights Agreement • April 5th, 2000 • Verticalbuyer Inc • Massachusetts
EXHIBIT 2.1/10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 12th day of March, 2004 by and between Timothy Rosen ("Rosen"), an individual with an address at 7 Gough House, 57 Eden Street, Kingston Upon...Stock Purchase Agreement • July 27th, 2004 • Verticalbuyer Inc • Blank checks • New York
andService Agreement • March 1st, 2001 • Verticalbuyer Inc • Services-business services, nec
3) VERTICALBUYER INC. SHARE SALE AGREEMENTShare Sale Agreement • March 1st, 2001 • Verticalbuyer Inc • Services-business services, nec
EXHIBIT 4. MODIFIED RETAINER AGREEMENTRetainer Agreement • February 13th, 2001 • Verticalbuyer Inc • Services-business services, nec
EXHIBIT 4Consulting Agreement • January 16th, 2001 • Verticalbuyer Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2005 • Verticalbuyer Inc • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of February, 2005 between Computer Software Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware and formerly known as VerticalBuyer, Inc. (the “Company”), and Barron Partners LP, a Delaware limited partnership (hereinafter referred to as the “Investor”).
COMPUTER SOFTWARE INNOVATIONS, INC. and Continental Stock Transfer & Trust Company as Rights Agent Rights AgreementRights Agreement • March 6th, 2012 • Computer Software Innovations, Inc. • Services-computer integrated systems design • Delaware
Rights Agreement (this “Rights Agreement”), dated as of March 5, 2012, by and between COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER dated as of October 2, 2012, among N. HARRIS COMPUTER CORPORATION, NHCC MERGER CORP., COMPUTER SOFTWARE INNOVATIONS, INC. and CONSTELLATION SOFTWARE INC. (solely for the purposes of Section 9.14)Merger Agreement • October 2nd, 2012 • Computer Software Innovations, Inc. • Services-computer integrated systems design • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of October 2, 2012, by and among COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation (the “Company”), N. HARRIS COMPUTER CORPORATION, a company organized under the Business Corporations Act (Ontario) (“Parent”), NHCC MERGER CORP., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and solely for purposes of Section 9.14 hereof, CONSTELLATION SOFTWARE INC., a company organized under the Business Corporations Act (Ontario) (“Guarantor”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 25th, 2012 • Computer Software Innovations, Inc. • Services-computer integrated systems design • Delaware
WHEREAS, the execution of a stock option agreement in the form hereof (this “Agreement”) has been authorized to establish and evidence the principal terms and conditions applicable to an option grant made to Optionee on June 1, 2012 (“Date of Grant”) pursuant to authorization by a resolution of the Compensation Committee of the Company’s Board of Directors (the “Committee”) that was duly adopted on May 8, 2012; and
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • October 2nd, 2012 • Computer Software Innovations, Inc. • Services-computer integrated systems design • South Carolina
This Termination and Release Agreement (this “Agreement”) is made this 2nd day of October, 2012, by and between COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation (the “Company”), and WILLIAM J. BUCHANAN (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2005 • Computer Software Innovations Inc • Services-computer integrated systems design • South Carolina
This Agreement (the “Agreement”) is made as of May 6, 2005 by Computer Software Innovations, Inc., a Delaware corporation, (the “Company”), and David B. Dechant (the “Employee”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • October 2nd, 2012 • Computer Software Innovations, Inc. • Services-computer integrated systems design • Delaware
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of October 2, 2012, by and between COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”) amends that certain Rights Agreement, dated as of March 5, 2012 (the “Rights Agreement”).
EMPLOYMENT AGREEMENT COMPUTER SOFTWARE INNOVATIONS, INC.Employment Agreement • March 5th, 2009 • Computer Software Innovations Inc • Services-computer integrated systems design
THIS AGREEMENT (this “Agreement”) is made and entered into and shall be effective as of the 1st day of March, 2009, by and between Computer Software Innovations, Inc., a Delaware company (“Company”), and William J. Buchanan (“Employee”).
AMENDED AND RESTATED MASTER EQUITY LEASE AGREEMENTMaster Equity Lease Agreement • October 19th, 2010 • Computer Software Innovations, Inc. • Services-computer integrated systems design • Missouri
This Amended and Restated Master Equity Lease Agreement is entered into as of October 13, 2010. by and among Enterprise Fleet Management, Inc., a Missouri corporation (“EFM”), Enterprise FM Trust, a Delaware statutory trust (the “Titling Trust”), and the lessee whose name and address is set forth on the signature page below (“Lessee”). As of the date hereof, the vehicles listed on Exhibit A attached hereto and incorporated herein by reference, if any, are owned by EFM and leased to Lessee hereunder by EFM and the vehicles listed on Exhibit B attached hereto and incorporated herein by reference, if any, are owned by the Titling Trust and leased to Lessee hereunder by the Titling Trust. The owner of each Vehicle which is leased under this Amended and Restated Master Equity Lease Agreement after the date hereof will be as listed on the applicable Schedule. For all purposes of this Amended and Restated Master Equity Lease Agreement (including each Schedule), the term “Lessor” shall mean wh
COMPUTER SOFTWARE INNOVATIONS, INC.Restricted Stock Agreement • August 15th, 2006 • Computer Software Innovations Inc • Services-computer integrated systems design • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of the 20th day of June, 2006, between Computer Software Innovations, Inc., a Delaware corporation (the “Company”) and Jeffery A. Bryson (the “Director”), is made pursuant and subject to the provisions of the Company’s 2005 Incentive Compensation Plan, as amended, and any future amendments thereto (the “Plan”). The Plan, as it may be amended from time to time, is incorporated herein by reference. All terms used in this Agreement that are defined in the Plan shall have the same meanings given them in the Plan.
RBC Centura SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (SD-L&S)Loan and Security Agreement • September 14th, 2007 • Computer Software Innovations Inc • Services-computer integrated systems design • South Carolina
This Agreement amends and restates the Amended and Restated Loan and Security Agreement between Bank and Borrower dated as of January 2, 2007 (the “Original Agreement”) as set forth hereinafter, and does not constitute a new loan or a novation of the Original Agreement.
VOTING AGREEMENT Agreement (this "Agreement") made as of March 2, 2000 by and among VerticalBuyer, Inc., a Delaware corporation (the "Company"), CSP Inc., a Massachusetts corporation ("CSPI"), Tim Rosen ("First Stockholder") and Leslie Kent ("Second...Voting Agreement • April 5th, 2000 • Verticalbuyer Inc • Massachusetts
MODIFICATION TO REVOLVING FACILITYModification to Revolving Facility • July 16th, 2008 • Computer Software Innovations Inc • Services-computer integrated systems design
THIS MODIFICATION TO REVOLVING FACILITY (this “Modification”) is made and entered into this 30th day of June, 2008 by and between Computer Software Innovations, Inc. (“Borrower”) and RBC Bank (USA), formerly known as RBC Centura Bank (the “Bank”).
INDIRECT CHANNEL PARTNER AGREEMENTIndirect Channel Partner Agreement • August 14th, 2012 • Computer Software Innovations, Inc. • Services-computer integrated systems design • California
This Agreement is entered into by and between the company you identified in the applicable Partner Registration Application (“Registered Partner”) and Cisco. For purposes of this Agreement, Cisco is defined as follows:
COMPUTER SOFTWARE INNOVATIONS, INC.Loan Agreement • May 20th, 2005 • Computer Software Innovations Inc • Services-computer integrated systems design
This letter is being provided to you in connection with the above-referenced Loan Agreement between the Bank and CSI. Under Article VIII of the Loan Agreement and the Bank’s Commitment Letter to CSI dated February 22, 2005 (the “Commitment Letter”), CSI agreed to observe certain financial covenants, including, but not limited to, a covenant that at the closing of the Revolving Line of Credit under the Loan Agreement, CSI would have a minimum tangible net worth of $600,000, inclusive of subordinated debt to CSI shareholders, specifically subordinate to the Bank.
COMPUTER SOFTWARE INNOVATIONS, INC.Loan Agreement • August 31st, 2005 • Computer Software Innovations Inc • Services-computer integrated systems design
Under Article VIII of the Loan Agreement and the Bank’s Commitment Letter to CSI dated February 22, 2005 (the “Commitment Letter”), CSI agreed to observe certain financial covenants, including, but not limited to, a covenant that at the closing of the Revolving Line of Credit under the Loan Agreement, CSI would have a minimum tangible net worth of $600,000, inclusive of subordinated debt to CSI shareholders specifically subordinate to the Bank (the “Net Worth Covenant”). Previously, we indicated that we had been advised by our accountants that due to the classification of certain outstanding warrants to Barron Partners, LP, CSI was perhaps out of compliance with the Net Worth Covenant. By way of background, in February of 2005, CSI issued, as part of a preferred stock financing, two warrants to Barron Partners, LP representing the right to purchase a total of 7,217,736 shares of CSI common stock. The warrants have a term of five years. CSI used a fair value option pricing model to valu
ContractLoan Agreement • March 18th, 2005 • Computer Software Innovations Inc • Blank checks
This commitment letter supercedes and replaces any prior discussions, term sheets or commitment letters relating to the Loan. This commitment, when accepted, may not be altered or amended unless agreed to in writing by Bank, or otherwise modified by the Loan Documents. This commitment letter shall survive closing of the Loan. This commitment letter and the Loan Documents shall be applied and construed in harmony with each other to the end that Bank is ensured repayment of the Loan in accordance with their respective terms. To the extent of an irreconcilable conflict between this commitment letter and the Loan Documents, the terms of the Loan Documents shall prevail.
WARRANT AMENDMENT AND EXCHANGE AGREEMENTWarrant Amendment and Exchange Agreement • January 5th, 2007 • Computer Software Innovations Inc • Services-computer integrated systems design • New York
This Warrant Amendment and Exchange Agreement (this “Agreement”) is entered into as of the 29th day of December, 2006 between Computer Software Innovations, Inc., a corporation organized and existing under the laws of the state of Delaware (the “Company”), and Barron Partners LP, a Delaware limited partnership (“Barron”).
CLASS "D" WARRANT THIS WARRANT CERTIFIES THAT ----------------------------------------------- ("Holder") is entitled to purchase from VERTICALBUYER, INC., 40 Linnell Circle Billerica, MA 01821, a Delaware corporation, ("VerticalBuyer"), at the price...Warrant Agreement • April 5th, 2000 • Verticalbuyer Inc • Massachusetts
THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE SOUTH CAROLINA UNIFORM ARBITRATION ACT PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. AS MODIFIED PURSUANT TO SECTION 11.11 HEREIN. ASSET PURCHASE AGREEMENT ACQUISITION OF ASSETS OF...Asset Purchase Agreement • December 1st, 2006 • Computer Software Innovations Inc • Services-computer integrated systems design • South Carolina
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 27th day of November, 2006, by and among Computer Software Innovations, Inc., a Delaware corporation (“Buyer”), McAleer Computer Associates, Inc., an Alabama corporation with its principal place of business in Mobile, Alabama (“Seller”), and William J. McAleer, the sole shareholder of Seller (“Shareholder”).
BILL OF SALEBill of Sale • January 5th, 2007 • Computer Software Innovations Inc • Services-computer integrated systems design • South Carolina
THIS BILL OF SALE is made effective as of the 2nd day of January, 2007, by McAleer Computer Associates, Inc., an Alabama corporation, (the “Transferor”), in favor of Computer Software Innovations, Inc, a Delaware corporation (the “Transferee”).
COMPUTER SOFTWARE INNOVATIONS, INC.Loan Agreement • July 1st, 2005 • Computer Software Innovations Inc • Services-computer integrated systems design
This letter is being provided to you in connection with the above-referenced Loan Agreement between the Bank and CSI. Under Article VIII of the Loan Agreement and the Bank’s Commitment Letter to CSI dated February 22, 2005 (the “Commitment Letter”), CSI agreed to observe certain financial covenants, including, but not limited to, a covenant that at the closing of the Revolving Line of Credit under the Loan Agreement, CSI would have a minimum tangible net worth of $600,000, inclusive of subordinated debt to CSI shareholders, specifically subordinate to the Bank (the “Net Worth Covenant”).
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • May 3rd, 2006 • Computer Software Innovations Inc • Services-computer integrated systems design • South Carolina
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated April 24, 2006, is made and executed between Computer Software Innovations, Inc. (“Borrower) and RBC CENTURA BANK (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
PREFERRED STOCK PURCHASE AGREEMENT BETWEEN COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation formerly known as VerticalBuyer, Inc. AND BARRON PARTNERS LP DATED February 10, 2005Preferred Stock Purchase Agreement • February 16th, 2005 • Verticalbuyer Inc • Blank checks • New York
This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of February, 2005 between COMPUTER SOFTWARE INNOVATIONS, INC., a corporation organized and existing under the laws of the State of Delaware and formerly known as VerticalBuyer, Inc. (the “Company”), and BARRON PARTNERS LP, a Delaware limited partnership (the “Investor”).
February 6, 2003 Nancy K. Hedrick President Computer Software Innovations, Inc. CSI Technology Resources, Inc. Easley, SC 29640 Dear Ms. Hedrick:Engagement Agreement • January 3rd, 2006 • Computer Software Innovations Inc • Services-computer integrated systems design • South Carolina
The purpose of this letter agreement (“Agreement”) is to set forth the terms and conditions under which The Geneva Companies Inc. (“Geneva”) is being engaged to provide certain services to Computer Software Innovations, Inc. and to its wholly-owned subsidiary, CSI Technology Resources, Inc. (collectively, “Client”) in an effort to facilitate the sale or other disposition of Client. Such disposition may be in the form of a merger, a consolidation, a recapitalization, a corporate restructuring or other business combination of Client or a transfer or option to transfer all or any portion of the stock or assets of Client to any person or entity, including existing partners or shareholders or to an employee stock ownership plan (collectively, “Sale”).
AGREEMENT AND PLAN OF MERGER CSI TECHNOLOGY RESOURCES, INC., A SOUTH CAROLINA CORPORATION WITH AND INTO COMPUTER SOFTWARE INNOVATIONS, INC., A DELAWARE CORPORATIONMerger Agreement • June 7th, 2012 • Computer Software Innovations, Inc. • Services-computer integrated systems design
THIS AGREEMENT AND PLAN OF MERGER (hereinafter called the “Agreement”) is made and entered into this 16th day of May, 2012, by and between CSI TECHNOLOGY RESOURCES, INC., a South Carolina corporation (“CSITR”) and COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation (“CSI”), concerning the merger of CSITR with and into CSI.
May 24, 2007 Ms. Nancy Hedrick Mr. David Dechant Computer Software Innovations, Inc. Easley, SC 29640 Dear Nancy and David:Commitment Letter • June 1st, 2007 • Computer Software Innovations Inc • Services-computer integrated systems design
RBC Centura Bank (“Bank”) is pleased to extend this commitment to extend the maturity date of the current Revolving Facility (the “Loan”) as described in this letter to the Borrower identified below. The extension of the Loan will be made on the terms and conditions set forth in this letter and any attachments to this letter. Bank’s commitment set forth in this letter shall be referred to as the “Commitment” and this letter shall be referred to as the “Commitment Letter.” Any capitalized terms shall have the meanings ascribed to them in the Amended and Restated Loan and Security Agreement dated January 2, 2007 and the Commercial Promissory Note dated January 2, 2007 related to this Loan.
CREDIT AGREEMENT between COMPUTER SOFTWARE INNOVATIONS, INC. and FIFTH THIRD BANK $8,000,000 Revolving Line of Credit $700,000 Term Loan March 6, 2012Credit Agreement • March 12th, 2012 • Computer Software Innovations, Inc. • Services-computer integrated systems design • South Carolina
THIS CREDIT AGREEMENT, dated as of March 6, 2012, is made and entered into by and between COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation (“Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation (“Bank”).
