Common use of EIGHTH Clause in Contracts

EIGHTH. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eighth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment. NINTH: The Corporation may, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which a person indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

EIGHTH. No A director of the Corporation shall not be personally liable to the Corporation or its stockholders shareholders for monetary damages for any breach of fiduciary duty by in such director as a director. Notwithstanding capacity except that the foregoing sentence, liability of a director shall not be liable eliminated or limited if a judgment or other final adjudication adverse to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for director establishes that his/her acts or omissions not were in good bad faith or which involve involved intentional misconduct or a knowing violation of law, (iii) pursuant law or that the director personally gained in fact a financial profit or other advantage to Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper was not legally entitled or that his/her acts violated Section 719 of the BCL. If the BCL is hereafter amended to authorize corporate action further eliminating or limiting the personal benefitliability of directors, then the liability of directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the BCL, as so amended. No amendment to or Any repeal of this Article, or any amendment of this Article Eighth shall apply to or have insofar as it would in any effect on way enlarge the liability or alleged liability of any director of the Corporation for or Corporation, shall be ineffective with respect to any acts or omissions of such Director occurring prior to the date of such repeal or amendment. NINTH: The Corporation mayAny person entitled to be indemnified as a matter of right pursuant to this provision may elect, to the fullest extent permitted by Section 145 law, to have the right to indemnification interpreted on the basis of the General Corporation Law applicable law in effect at the time of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all occurrence of the expensesevent or events giving rise to the action or proceeding, liabilities or other matters referred on the basis of the applicable law in effect at the time indemnification is sought. The right to be indemnified pursuant to this provision shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any action or covered proceeding in advance of its final disposition; provided, however, that, the payment of such expenses incurred by said section, a director or officer in his/her capacity as a director or officer (and the indemnification provided for herein shall not be deemed exclusive of in any other rights capacity in which service was or is rendered by such person while a director or officer, including without limitation, service to which a person indemnified may an employee benefit plan) in advance of the final disposition of such action or proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should ultimately be determined that such director or officer is not entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a personindemnified under this provision.

EIGHTH. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eighth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment. NINTH: The Corporation mayshall, to the fullest extent permitted by Section the provisions of Sec. 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities liabilities, or other matters referred to in or covered by said section, and the indemnification indemni­fication provided for herein shall not be deemed exclusive of any other rights to which a person those indemnified may be entitled under any By-LawBylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his such person's official capacity and as to action in another capacity capaci­ty while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee employee, or agent and shall inure to the benefit of the heirs, executors execu­tors, and administrators of such a person.. TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorpora­tion are granted subject to the provisions of this Article TENTH. Dated: <*>, 2011 Nxxxxxx X. Xxxx ____________________ Nxxxxxx X. Xxxx BY-LAWS OF DECISIONPOINT SYSTEMS, INC. (hereinafter called the “Corporation”)

EIGHTH. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eighth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment. NINTH: The Corporation maycorporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of DelawareDGCL, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which a person those indemnified may be entitled under any Byby-Lawlaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such officeoffice and to action while serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person; provided, however, that the corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the corporation. In connection with the indemnification provided by Section 145 of the DGCL and under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation in accordance with Section 145 of the DGCL or as authorized in the by-laws of the corporation.

EIGHTH. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eighth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment. NINTH: The Corporation mayshall, to the fullest extent permitted by Section the provisions of Sec. 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities liabilities, or other matters referred to in or covered by said section, and the indemnification indemni­fication provided for herein shall not be deemed exclusive of any other rights to which a person those indemnified may be entitled under any By-LawBylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his such person's official capacity and as to action in another capacity capaci­ty while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee employee, or agent and shall inure to the benefit of the heirs, executors execu­tors, and administrators of such a person.. TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorpora­tion are granted subject to the provisions of this Article TENTH. Dated: <*>, 2011 Xxxxxxx X. Xxxx ____________________ Xxxxxxx X. Xxxx BY-LAWS OF DECISIONPOINT SYSTEMS, INC. (hereinafter called the “Corporation”)