Business Development Bank of Canada Banque de développement du CanadaGeneral 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
GENERAL SECURITY AGREEMENT E-FORM 924 (2003/04) RETENTION - MDecisionPoint Systems, Inc. • June 7th, 2012 • Services-computer programming, data processing, etc.
Business Development Bank of Canada Banque de développement du CanadaGeneral 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
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:
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
DPS GUARANTEEDPS 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
GUARANTEEGuarantee • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
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
GENERAL SECURITY AGREEMENTGeneral Security Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
NON-COMPETITION AND NON-SOLICITATION AGREEMENT Made as of June 4, 2012 Between 2314505 ONTARIO INC. (the “Purchaser”) and KAREN DALICANDRO (“Karen”) and DONALD DALICANDRO (“Don”)Non-Competition and Non-Solicitation Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • New York
This Consent and Waiver Agreement (“Agreement”) is made and entered into as of June 4, 2012, by and among DecisionPoint Systems, Inc., a Delaware corporation (the “Company”), Sigma Opportunity Fund II, LLC (“Sigma Opportunity Fund”), Sigma Capital Advisors (“Sigma Advisors”) and Donald W. Rowley.
EMPLOYMENT AGREEMENT Made as of June 4, 2012 Between APEX SYSTEMS INTEGRATORS INC. (the “Corporation”) and DONALD DALICANDRO (the “Employee”) and DECISIONPOINT SYSTEMS, INC. (“DPS”)Employment Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.
IP ASSIGNMENT AGREEMENT Made as of February 29, 2012 Between APEX SYSTEMS INTEGRATORS INC. (the “Purchaser”) and KAREN DALICANDRO (“Karen”)Assignment Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
SUBORDINATION AGREEMENTSubordination Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • California
THIS SUBORDINATION AGREEMENT (this “Agreement”), is entered into as of June 4, 2012 (the “Effective Date”), by and between Silicon Valley Bank, a California corporation (“Senior Creditor”), and Royal Bank of Canada (including any successor or assign, “Subordinated Creditor”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in Section 1(a) below.
SECURITY AGREEMENTSecurity Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • New York
2314505 ONTARIO INC. (the “Borrower”) - and - BDC CAPITAL INC., a wholly-owned subsidiary of BUSINESS DEVELOPMENT BANK OF CANADA (the “Bank”) - and - APEX SYSTEMS INTEGRATORS INC. (the “Guarantor”) - and - DECISIONPOINT SYSTEMS, INC. (“DecisionPoint”)...Loan Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.
GUARANTY AND SUBORDINATION AGREEMENT (Particular Guaranty)Guaranty and Subordination Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • New York
FOR VALUE RECEIVED, and in order to induce Royal Bank of Canada (the “Lender”) and its successors and assigns as lender under the Loan Agreement (as defined below) to grant, extend or continue credit or other financial accommodations to 2314505 Ontario Inc. (the “Borrower”), the undersigned (the “Guarantor”) unconditionally and irrevocably guarantees to the Lender and its successors and assigns the complete and punctual payment when due (whether at the stated maturity or earlier by acceleration or otherwise) of all Liabilities (as defined in the next sentence) at any time owing by the Borrower to the Lender. “Liabilities” as used in this Guaranty means all indebtedness, obligations, liabilities and other amounts due, of whatever nature, of the Borrower to the Lender, whether now existing or hereafter incurred, whether created directly or acquired by the Lender by assignment or otherwise, whether matured or unmatured, whether absolute or contingent, whether characterized as principal, p
GUARANTEEGuarantee • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
The Guarantor will have no liability hereunder except in the event of a failure by the Guarantor or the Borrower, as the case may be, to comply with any of the provisions of paragraph 3(b) of this Guarantee, in which case the Guarantor's liability hereunder shall be unlimited and the Bank shall have full recourse against all assets of the Guarantor with respect to the Outstanding Balance and the other amounts and obligations provided for in this Guarantee.
SUBORDINATION AND PRIORITIES AGREEMENT BDC CAPITAL INC., A WHOLLY-OWNED SUBSIDIARY OF BUSINESS DEVELOPMENT BANK OF CANADA and 2314505 ONTARIO INC. and APEX SYSTEMS INTEGRATORS INC. and ROYAL BANK OF CANADA Dated as of the 4th day of June, 2012...Subordination and Priorities Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
WHEREAS the Bank has granted or intends to grant to Borrower various credit facilities not exceeding an aggregate amount of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) pursuant to a facilities letter dated June 4, 2012, a copy which is appended as Schedule “A” hereto (hereinafter collectively called the “Bank Credit”, as it or they may have been and may in the future be amended, modified, replaced or restated from time to time) in guarantee of which, inter alia, the Borrower and the Guarantor have granted or intend to grant in favour of the Bank various security (collectively, the “Bank Security”) (the “Bank Credit” and the “Bank Security” being hereinafter collectively called the “Bank Debt”);
ESCROW AGREEMENT Made as of June 4, 2012 Between 2314505 ONTARIO INC. (the “Purchaser”) and DECISIONPOINT SYSTEMS INC. (“DPS”) and KAREN DALICANDRO (“Karen”) and 2293046 ONTARIO INC. (“Karenco”) and McMillan LLP (the “Escrow Agent”)Escrow Agreement • June 7th, 2012 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Ontario
