DecisionPoint Systems, Inc. Sample Contracts

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 7th, 2011 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • New York

This Agreement is being entered into pursuant to the Exchange Agreement, dated as of June 30, 2011, by and among the Company and the Fund (the “Exchange Agreement”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • New York

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated and is effective as of April 11, 2016 (the “Effective Date”) by and between DecisionPoint Systems, Inc., a company organized under the laws of the State of Delaware (the “Company”), and Steven Smith (the “Executive”).

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LOAN AUTHORIZATION AND AGREEMENT (LA&A)
Loan Authorization and Agreement • September 21st, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.

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DECISIONPOINT SYSTEMS, INC. UNAUDITED PRO FORMA condensed CONSOLIDATED FINANCIAL STATEMENTS
Stock Purchase Agreement • June 15th, 2023 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

On March 31, 2023, DecisionPoint Systems, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the Durwood Wayne Williams Revocable Trust and the Collins Family Living Trust, as sellers (collectively, the “Sellers”) and with Durwood W. Williams and Bartley E. Collins (the respective trustees of the Sellers), individually, (collectively and together with the Sellers, the “Seller Parties”), pursuant to which the Company acquired all of the issued and outstanding equity of Macro Integration Services, Inc. (“Macro”) from the Sellers (the “Acquisition”), effective April 1, 2023 (the “Effective Date”). Upon consummation of the Acquisition, Macro, a project management and professional services and integrated solutions company, became a wholly-owned subsidiary of the Company.

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DECISIONPOINT SYSTEMS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 18th, 2013 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2013, by and between DecisionPoint Systems, Inc, a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 6th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Oklahoma

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement"), dated as of this 31st day of July, 2012 (the "Effective Date"), is entered into by and between MacroSolve, Inc., an Oklahoma corporation ("MacroSolve") and DecisionPoint Systems, Inc., a Delaware corporation ("DecisionPoint"). Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in that certain Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of July 31, 2012, by and between MacroSolve and DecisionPoint.

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LICENSE AGREEMENT
License Agreement • August 6th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Oklahoma

This License Agreement (“Agreement”) effective as of the 31st day of July, 2012, by and between MacroSolve, Inc., a corporation organized under the laws of Oklahoma, U.S.A., having a business address at 1717 South Boulder Avenue, Suite 700, Tulsa, Oklahoma 74119 (“Licensor”), and Decision Point Systems, Inc., a company organized under the laws of Delaware having a business address at 4 Armstrong Road, Shelton, CT 06484, (“Licensee”).

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Business Development Bank of Canada Banque de développement du Canada
General Security Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

BDC CAPITAL INC., a wholly-owned subsidiary of BUSINESS DEVELOPMENT BANK OF CANADA, duly incorporated under the Canada Business Corporations Act, with a place of

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AMENDMENT NO. 2 TO THE ARRANGEMENT AGREEMENT
The Arrangement Agreement • April 5th, 2011 • Comamtech Inc. • Services-computer programming, data processing, etc. • Ontario

BETWEEN: COMAMTECH INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, “Comamtech”) AND: DECISIONPOINT SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware; (hereinafter, the “Corporation”) AND: 2259736 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, the “MergerCo”)

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AGREEMENT
Release Agreement • August 24th, 2015 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • California
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UNRESTRICTED AWARDED SHARE AGREEMENT
Unrestricted Awarded Share Agreement • April 1st, 2024 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

THIS UNRESTRICTED AWARDED SHARE AGREEMENT (the “Agreement”), made effective________(the “Effective Date”), between DECISIONPOINT SYSTEMS, INC., a Delaware corporation (the “Company”), and________(the “Participant”).

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GENERAL SECURITY AGREEMENT E-FORM 924 (2003/04) RETENTION - M
DecisionPoint Systems, Inc. • June 7th, 2012 • Services-computer programming, data processing, etc.
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AMENDMENT NO. 1 TO THE ARRANGEMENT AGREEMENT
The Arrangement Agreement • January 4th, 2011 • Comamtech Inc. • Services-computer programming, data processing, etc.

BETWEEN: COMAMTECH INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, “Comamtech”) AND: DECISIONPOINT SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware; (hereinafter, the “Corporation”) AND: 2259736 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, the “MergerCo”)

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 6th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Oklahoma

This Asset Purchase Agreement (this "Agreement") is made and entered into as of the 31st day of July, 2012, by and between DecisionPoint Systems, Inc., a Delaware corporation ("Purchaser"); and MacroSolve, Inc., an Oklahoma corporation ("Seller").

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STOCK PURCHASE AGREEMENT
Mutual Release Agreement • August 24th, 2015 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Delaware

This Stock Purchase Agreement (this "Agreement"), dated as of June 30, 2015, is entered into by and among DECISIONPOINT SYSTEMS INTERNATIONAL, INC., a Delaware corporation ("Seller"), CMAC, INC., a Georgia corporation (the "Company"), CMAC PURCHASER, LLC, a Georgia limited liability company ("Purchaser"), BRYAN E. MOSS, an individual resident of the State of Georgia ("Moss"), and BYRON M. ALLEN, an individual resident of the State of Georgia ("Allen" and, together with Purchaser and Moss, the "Purchaser Parties").

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AMENDMENT #2 TO MASTER PRODUCTS AND SERVICES AGREEMENT
Master Products and Services Agreement • August 13th, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

This Amendment # 2 (“Amendment #2”) to the MASTER PRODUCTS AND SERVICES AGREEMENT, effective as of the 1st day of January 2017, and as previously amended as of the 15th day of August 2019 (the “Agreement”), is between KAISER FOUNDATION HEALTH PLAN, INC. (“Kaiser”) and DECISIONPOINT SYSTEMS, INC. (“Supplier”), Successor in Interest to ROYCE DIGITAL SYSTEMS, INC.. This Amendment #2 is effective on April 1, 2020 (the “Amendment #2 Effective Date”). Unless otherwise defined in this Amendment #2, capitalized terms used in this Amendment #2 shall have the meanings given to such terms in the Agreement.

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SECURITY AGREEMENT
Security Agreement • August 4th, 2021 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

This Security Agreement (“Agreement”) is executed at Irvine, California on July 30, 2021, by DecisionPoint Systems, Inc., a Delaware corporation (herein called “Debtor”).

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AMENDMENT LETTER
DecisionPoint Systems, Inc. • April 1st, 2024 • Services-computer programming, data processing, etc.

Re: First Amendment (“Amendment”) to the Business Loan Agreement dated July 29, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Agreement”; as amended by this Amendment, the “Agreement”).

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Business Development Bank of Canada Banque de développement du Canada
General Security Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

BDC CAPITAL INC., a wholly-owned subsidiary of BUSINESS DEVELOPMENT BANK OF CANADA, duly incorporated under the Canada Business Corporations Act, with a place of

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Subordination Agreement (Debt and Security Interest)
Subordination Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

This Subordination Agreement is executed by the above-named Subordinating Creditor (“Creditor”) in favor of Silicon Valley Bank (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054, with respect to the above-named Company (“Company”). In order to induce Silicon to extend or continue to extend financing to the Company (but without obligation on Silicon’s part to do so), the Creditor hereby agrees as follows:

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AMENDEND EMPLOYMENT AGREEMENT
Amendend Employment Agreement • August 13th, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

This AMENDED EMPLOYMENT AGREEMENT (this "Agreement) is dated and is effective as of March 25 2019 (the "Effective Date") by and between DecisionPoint Systems, Inc., a company organized under the laws of the State of Delaware (the "Company"), and Steven Smith (the '"Executive").

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TRANSACTION BONUS AGREEMENT
Transaction Bonus Agreement • May 1st, 2024 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Delaware

This transaction Bonus Agreement (this “Agreement”) is effective as of April 30, 2024 (the “Effective Date”), by and between DecisionPoint Systems, Inc., a Delaware corporation (the “Company”), and Melinda Wohl, an individual (the “Service Provider” and, together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meaning given to such terms in that certain Agreement and Plan of Merger, dated April 30, 2024, by and among the Company, Barcoding Derby Buyer, Inc., a Delaware corporation, and Derby Merger Sub, a Delaware corporation and wholly owned subsidiary of Parent.

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IP ASSIGNMENT AGREEMENT Made as of February 29, 2012 Between APEX SYSTEMS INTEGRATORS INC. (the “Purchaser”) and DONALD DALICANDRO (“Don”)
Assignment Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
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DECISIONPOINT SYSTEMS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 13th, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March , 2016, by and between DecisionPoint Systems, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).

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AGREEMENT
Agreement • July 7th, 2011 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • New York

THIS AGREEMENT, dated as of June 30, 2011 (this “Agreement”), by and between DECISIONPOINT SYSTEMS, INC., a Delaware corporation (the “Company”), with headquarters located at 19655 Descartes, Foothill Ranch, CA 92610-2609, SIGMA OPPORTUNITY FUND II, LLC, with headquarters located at 800 Third Avenue, Suite 1701, New York, NY 10022 (“Sigma”) and DONALD W. ROWLEY, with an address at 65 Ridgefield Road, Wilton, CT 06897 (“Rowley”).

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SECOND AMENDEND EMPLOYMENT AGREEMENT
Second Amendend Employment Agreement • November 9th, 2021 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

This SECOND AMDENDED EMPLOYMENT AGREEMENT (this “Agreement) is dated and is effective as of January 1, 2022 (the “Effective Date”) by and between DecisionPoint Systems, Inc., a company organized under the laws of the State of Delaware (the “Company”), and Steven Smith (the “Executive”).

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DPS GUARANTEE
DPS Guarantee • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario

This DPS Guarantee (as amended, supplemented, restated, replaced or otherwise modified from time to time, this “Guarantee”) is dated as of August 1, 2013 between

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MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • February 11th, 2022 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • California

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 31st day of January, 2022, between Irwin B.Polin (“Wynn Polin”), an individual resident of Pennsylvania, Karl M. Herring (“Karl Herring”), an individual resident of Pennsylvania (each a “Seller” and collectively the “Sellers”), and DecisionPoint Systems, Inc., a Delaware corporation (“Buyer”).

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DECISIONPOINT SYSTEMS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 29th, 2023 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made effective [__________] (the “Grant Date”), between DECISIONPOINT SYSTEMS, INC., a Delaware corporation (the “Company”), and [_____] (the “Participant”).

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THIRD MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 21st, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

This Third Modification to Loan and Security Agreement (this “Modification”) is entered into by and between DecisionPoint Systems, Inc., a(n) Delaware corporation, DecisionPoint Systems International, Inc., a(n) Delaware corporation, DecisionPoint Systems Group, Inc., a(n) Delaware corporation, decisionpoint systems CA, Inc., a(n) California corporation, decisionpoint systems CT, Inc., a(n) Connecticut corporation and Royce Digital Systems, Inc., a(n) California corporation (individually and collectively, the “Borrower”) and Pacific Western Bank dba Pacific Western Business Finance, a California state-chartered bank (“Lender’’) as of this 3rd day of September, 2020, at Campbell, California.

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GUARANTEE
Guarantee • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
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FORBEARANCE TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 19th, 2013 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • California

This FORBEARANCE to Loan and Security Agreement (this “Agreement”) is entered into this ____ day of August 2013, by and between Silicon Valley Bank (“Bank”) and DecisionPoint Systems, Inc., a Delaware corporation (“DSI”), DecisionPoint Systems International, Inc., a Delaware corporation (“DSII”), DecisionPoint Systems Group, Inc., a Delaware corporation (“DSG”), DecisionPoint Systems CA, Inc., a California corporation (“DSCA”), DecisionPoint Systems CT, Inc., a Connecticut corporation (“DSCT”) and CMAC, Inc., a Georgia corporation (“CMAC” and together with DSI, DSII, DSG, DSCA and DSCT, jointly and severally, the “Borrower”) whose address is 8697 Research, Irvine, CA 92618.

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SHARE PURCHASE AGREEMENT Dated as of June 4, 2012 Between 2314505 ONTARIO INC. and DECISIONPOINT SYSTEMS, INC. and KAREN DALICANDRO and DONALD DALICANDRO and 2293046 ONTARIO INC.
Share Purchase Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 1st, 2024 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 30, 2024 (this “Agreement”), is made and entered into by and among DecisionPoint Systems, Inc., a Delaware corporation (the “Company”), Barcoding Derby Buyer, Inc., a Delaware corporation (“Parent”), and Derby Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“MergerCo” and, together with Parent, the “Buyer Parties”).

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GENERAL SECURITY AGREEMENT
General Security Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
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