ContractWarrant Agreement • December 21st, 2009 • DecisionPoint Systems, Inc. • Metal mining • New York
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2009 • DecisionPoint Systems, Inc. • Metal mining • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of December16, 2009, is entered into by and among Decisionpoint Systems, Inc., (fka Canusa Capital), a Delaware company (“DS-Del”), Decisionpoint Systems Group, Inc., a Delaware corporation and a wholly-owned subsidiary of DS-Del. (“Group”), Decisionpoint Systems CA, Inc., a California corporation and a wholly-owned subsidiary of Group (“DS-CA”), and Decisionpoint Systems CT, Inc., a Connecticut corporation and a wholly-owned subsidiary of Holdings (“DS-Conn”), with headquarters located at 19655 Descartes, Foothill Ranch, California 62910-2609 (Group), DS-CA and DS-Conn, are jointly and severally referred to collectively as the “Company”), and each purchaser set forth on Schedule A hereto (each a “Purchaser,” and, collectively, the “Purchasers”).
ContractSenior Subordinated Secured Promissory Note • December 21st, 2009 • DecisionPoint Systems, Inc. • Metal mining • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS IN WHICH DECISIONOPINT SYSTEMS, INC. HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE.
