0001193125-05-031350 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • February 16th, 2005 • Verticalbuyer Inc • Blank checks • New York

• Contract Type
  Registration Rights Agreement
• Filed
  February 16th, 2005
• Company
  Verticalbuyer Inc
• Industry
  Blank checks
• Jurisdiction
  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”).

EMPLOYMENT AGREEMENT

Employment Agreement • February 16th, 2005 • Verticalbuyer Inc • Blank checks • South Carolina

• Contract Type
  Employment Agreement
• Filed
  February 16th, 2005
• Company
  Verticalbuyer Inc
• Industry
  Blank checks
• Jurisdiction
  South Carolina

This Agreement (the “Agreement”) is made as of February 11, 2005 by Computer Software Innovations, Inc., a Delaware corporation, (the “Company”), and Thomas P. Clinton (the “Employee”).

PREFERRED STOCK PURCHASE AGREEMENT BETWEEN COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation formerly known as VerticalBuyer, Inc. AND BARRON PARTNERS LP DATED February 10, 2005

Preferred Stock Purchase Agreement • February 16th, 2005 • Verticalbuyer Inc • Blank checks • New York

• Contract Type
  Preferred Stock Purchase Agreement
• Filed
  February 16th, 2005
• Company
  Verticalbuyer Inc
• Industry
  Blank checks
• Jurisdiction
  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”).

ESCROW AGREEMENT

Escrow Agreement • February 16th, 2005 • Verticalbuyer Inc • Blank checks • South Carolina

• Contract Type
  Escrow Agreement
• Filed
  February 16th, 2005
• Company
  Verticalbuyer Inc
• Industry
  Blank checks
• Jurisdiction
  South Carolina

THIS ESCROW AGREEMENT (“Agreement”) is made as of February 10, 2005 by and among Computer Software Innovations, Inc., a South Carolina corporation (“CSI”); Computer Software Innovations, Inc., a Delaware corporation formerly known as VerticalBuyer, Inc., (“VBYR”); and Barron Partners LP, a Delaware limited partnership (“Barron”); and Leatherwood Walker Todd & Mann, P.C., as escrow agent (the “Escrow Agent”).

AGREEMENT AND PLAN OF MERGER Dated as of February 10, 2005 By and Between COMPUTER SOFTWARE INNOVATIONS, INC., a South Carolina corporation (“Parent”) and COMPUTER SOFTWARE INNOVATIONS, INC. F/K/A VERTICALBUYER, INC., a Delaware corporation (“Subsidiary”)

Agreement and Plan of Merger • February 16th, 2005 • Verticalbuyer Inc • Blank checks • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  February 16th, 2005
• Company
  Verticalbuyer Inc
• Industry
  Blank checks
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of February 10, 2005 by and between COMPUTER SOFTWARE INNOVATIONS, INC., a South Carolina corporation (“Parent”), and COMPUTER SOFTWARE INNOVATIONS, INC., fka VERTICALBUYER, INC., a Delaware corporation (“Subsidiary”) and shall be made pursuant to Section 252 of the DGCL.