0001013762-11-001871 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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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”).

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

THIS EXCHANGE 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, and SIGMA OPPORTUNITY FUND II, LLC, with headquarters located at 800 Third Avenue, Suite 1701, New York, NY 10022 (the “Holder”).

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