DecisionPoint Systems, Inc. Sample Contracts

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 24th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • New York

This Agreement is being entered into pursuant to the Note Purchase Agreement, dated as of May 18, 2011, by and among the Company and the Purchaser (the “Purchase Agreement”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 16th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • California

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and CREATIVE CONCEPTS HOLDING, INC., a California corporation, CREATIVE CONCEPTS SOFTWARE, INC., a California corporation and SENTINEL BUSINESS SYSTEMS, INC., a Connecticut corporation (jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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Canusa Capital Corp. 68220 Espada Road Cathedral City, CA 92234 (760) 325-4497 (760) 406-5036 canusacapitalcorp@yahoo.com STOCK SUBSCRIPTION OFFER ___________________________________________________________ (the "Undersigned"), whose address is...
Canusa Capital Corp. • July 2nd, 2007
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SECURITY AGREEMENT
Security Agreement • May 24th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • New York

THIS SECURITY AGREEMENT, dated as of May 18, 2011 (this “Agreement”), made by DecisionPoint Systems, Inc., a Delaware corporation (the “Company”), and each of the Subsidiaries of the Company set forth on Schedule I hereto (each a Subsidiary and together with the Company, the “Grantor”), to Sigma Opportunity Fund II, LLC, a Delaware limited liability company, as the initial holder of the Note (the “Holder”). All capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Note.

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AMENDMENT NO. 2 TO THE ARRANGEMENT AGREEMENT
The Arrangement Agreement • March 24th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • Ontario

BETWEEN: COMAMTECH INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, “Comamtech”) AND: DECISIONPOINT SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware; (hereinafter, the “Corporation”) AND: 2259736 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, the “MergerCo”)

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AMENDMENT NO. 1 TO THE ARRANGEMENT AGREEMENT
The Arrangement Agreement • March 24th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design

BETWEEN: COMAMTECH INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, “Comamtech”) AND: DECISIONPOINT SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware; (hereinafter, the “Corporation”) AND: 2259736 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, the “MergerCo”)

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DECISIONPOINT SYSTEMS, INC. – and – COMAMTECH INC. – and – 2259736 ONTARIO INC.
Arrangement Agreement • March 24th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • Ontario

BETWEEN: COMAMTECH INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, “Comamtech”) AND: DECISIONPOINT SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware; (hereinafter, the “Corporation”) AND: 2259736 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, the “MergerCo”)

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AMENDMENT NO. 3 TO THE ARRANGEMENT AGREEMENT
The Arrangement Agreement • April 14th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design

BETWEEN: COMAMTECH INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, “Comamtech”) AND: DECISIONPOINT SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware; (hereinafter, the “Corporation”) AND: 2259736 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, the “MergerCo”)

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Contract
Warrant And • 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.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 23rd, 2009 • DecisionPoint Systems, Inc. • Metal mining

DecisionPoint SYSTEMS, INC. (formerly known as Canusa Capital Corp.), a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 19655 Descartes, Foothill Ranch, CA 92610

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 4th, 2009 • Canusa Capital Corp. • Metal mining • New York

This STOCK PURCHASE AGREEMENT (this "Agreement") is made this 28th day of April, 2009 by and among Athanasios Tsiodras (the "Seller"), Nicholas R.Toms (the "Buyer") and Sichenzia Ross Friedman Ference LLP (the "Escrow Agent"). Nicholas R.Toms (the "Buyer") and Sichenzia Ross Friedman Ference LLP(the "Escrow Agent").

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EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • Georgia

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made, entered into and effective this 31st day of December, 2010 (the “Effective Date”), by and between DecisionPoint Systems, Inc., a Delaware corporation (the “Company”), and Bryan E. Moss (“Employee”).

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SECURITIES PURCHASE AGREEMENT
Securities 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”).

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AMENDMENT NO. 4 TO THE ARRANGEMENT AGREEMENT
The Arrangement Agreement • April 19th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • Ontario

BETWEEN: COMAMTECH INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, “Comamtech”) AND: DECISIONPOINT SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware; (hereinafter, the “Corporation”) AND: 2259736 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario; (hereinafter, the “MergerCo”)

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Contract
Security Agreement • 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.

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Contract
DecisionPoint Systems, Inc. • May 24th, 2011 • Services-computer integrated systems design • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE 1933 ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 16th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design

THIS AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 15th day of February 2011 by and between Silicon Valley Bank (“Bank”) and Decisionpoint Systems, Inc., a Delaware corporation, Decisionpoint Systems Group, Inc., a Delaware corporation, Decisionpoint Systems CA, Inc., a California corporation, Decisionpoint Systems CT, Inc., a Connecticut corporation and CMAC, Inc., a Georgia corporation (jointly and severally, the “Borrower”) whose address is 19655 Descartes, Foothill Ranch, CA 92610.

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CONSENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Consent And • June 7th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design

THIS CONSENT AND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this ____ day of May 2011 by and between Silicon Valley Bank (“Bank”), on the one side, and DecisionPoint Systems, Inc., a Delaware corporation (“DSI”), DecisionPoint Systems Group, Inc., a Delaware corporation (“DSG”), DecisionPoint Systems CA, Inc., a California corporation (“DSCA”), DecisionPoint Systems CT, Inc., a Connecticut corporation (“DSCT”) and CMAC, Inc., a Georgia corporation (“CMAC” and together with DSI, DSG, DSCA and DSCT, jointly and severally, the “Borrower”) whose address is 19655 Descartes, Foothill Ranch, CA 92610, on the other side.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 30th, 2010 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • Georgia

This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of the 23rd day of December, 2010, is made by and among DECISIONPOINT SYSTEMS, INC., a corporation organized under the laws of Delaware (“Purchaser” or “DPS”), CMAC, INC., a corporation organized under the laws of Georgia (“CMAC” or the “Company”), BRYAN E. MOSS, an individual resident of the State of Georgia (“Moss”), THOMAS F. MCALLISTER, an individual resident of the State of Georgia (“McAllister”), BYRON M. ALLEN, an individual resident of the State of Georgia (“Allen”), and BRION SMITH, an individual resident of the State of Georgia (“Smith” and, together with Moss, McAllister and Allen, the “Shareholders”).

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NOTE PURCHASE AGREEMENT dated as of May 18, 2011 by and between DECISIONPOINT SYSTEMS, INC. and SIGMA OPPORTUNITY FUND II, LLC SENIOR SUBORDINATED SECURED NOTES
Note Purchase Agreement • May 24th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • New York

THIS NOTE PURCHASE AGREEMENT, dated as of May 18, 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 (“Buyer”).

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ADVISORY SERVICES AGREEMENT
Advisory Services Agreement • May 24th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design • New York

THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is made as of May 18, 2011 (the “Effective Date”) by and between Sigma Capital Advisors, LLC, a Delaware limited liability company (the “Service Provider”), and DecisionPoint Systems, Inc., a Delaware corporation (the “Company”).

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ASSUMPTION AND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Assumption And • January 6th, 2011 • DecisionPoint Systems, Inc. • Services-computer integrated systems design

THIS ASSUMPTION AND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of December 2010 by and between Silicon Valley Bank (“Bank”), on the one side, and Decisionpoint Systems, Inc., a Delaware corporation (“DSI”), Decisionpoint Systems Group, Inc., a Delaware corporation (“DSG”), Decisionpoint Systems CA, Inc., a California corporation (“DSCA”), Decisionpoint Systems CT, Inc., a Connecticut corporation (“DSCT”) and CMAC, Inc., a Georgia corporation (“CMAC” and together with DSI, jointly and severally, the “New Borrower”) whose address is 19655 Descartes, Foothill Ranch, CA 92610, on the other side. Decisionpoint Systems Group, Inc., Decisionpoint Systems CA, Inc. and Decisionpoint Systems CT, Inc. are jointly and severally referred to herein as “Existing Borrower.”

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