0001213900-20-021938 Sample Contracts

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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DECISIONPOINT SYSTEMS, INC. UNRESTRICTED AWARDED SHARE AGREEMENT (Fully Vested)
Unrestricted Awarded Share Agreement • August 13th, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS UNRESTRICTED AWARDED SHARE AGREEMENT (the “Agreement”), made effective March 25, 2019 (the “Effective Date”), between DECISIONPOINT SYSTEMS, INC., a Delaware corporation (the “Company”), and Steven Smith (the “Participant”).

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.

AMENDEND EMPLOYMENT AGREEMENT
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").

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”).

LOAN AND SECURITY AGREEMENT (Accounts Receivable & Inventory Line of Credit)
Loan and Security Agreement • August 13th, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • California

This Loan and Security Agreement (Accounts Receivable & Inventory Line of Credit), is entered into as of August 11, 2016, by and between CapitalSource Business Finance Group, a dba ofBFI Business Finance, a California corporation (“Lender”), with its headquarters’ office located at 851 East Hamilton Avenue, 2nd Floor, Campbell, California 95008 and DecisionPoint Systems, Inc., a(n) Delaware corporation (“DPS, Inc,”), DecisionPoint Systems International, Inc,, a(n) Delaware corporation (“DPS Intl”), DecisionPoint Systems Group, Inc., a(n) Delaware corporation (“DPS Group”), decisionpoint systems CA, Inc,, a(n) California corporntion (“DPS CA”) and decisionpoint systems CT, Inc,, a(n) Connecticut corporation (“DPS CT”) (DPS, Inc., DPS Intl, DPS Group, DPS CA and DPS CT, individually and collectively, the “Borrower”), with its headquarters at its Chief Executive Office as defined herein.

DECISIONPOINT SYSTEMS, INC. 2014 AMENDED EQUITY INCENTIVE PLAN Option Award Agreement
Option Award Agreement • August 13th, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc.

This Award Agreement evidences the grant of an option pursuant to the provisions of the DecisionPoint Systems, Inc. 2014 Amended Equity Incentive Plan (the “Plan”) to the individual whose name appears below (the “Participant”), covering the specific number of Common Shares set forth below, and on the following express terms and conditions (capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Plan):

DECISIONPOINT SYSTEMS, INC.
Subscription Agreement • August 13th, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Delaware

DecisionPoint Systems, Inc., a Delaware corporation (the “Company”), is offering (the “Offering”) for sale to persons who qualify as “accredited investors,” as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), up to 6,000,000, shares of Company common stock (the “Shares”). Offers and sales of the Shares will be made by Taglich Brothers, Inc., acting as the placement agent (the “Placement Agent”) for the Company. The Shares will be offered on a “best efforts” basis.

COMMON STOCK PURCHASE WARRANT DECISIONPOINT SYSTEMS, INC.
Common Stock Purchase Warrant • August 13th, 2020 • DecisionPoint Systems, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS CERTIFIES THAT, for value received, ___________(“Holder”) is entitled to subscribe for and purchase up to [***] Common Shares (as hereinafter defined) of DecisionPoint Systems, Inc., a Delaware corporation (the “Company”), at the Exercise Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Shares” shall mean the common stock, par value $0.001 per share, of the Company, and the term “Warrant Shares” shall mean the Common Shares which Holder may acquire pursuant to this Warrant.

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