UNDERWRITING AGREEMENT between Direct Communication Solutions, Inc. and ThinkEquity LLC as Representative of the Several Underwriters Direct Communication Solutions, Inc.Underwriting Agreement • December 14th, 2022 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software • New York
The undersigned, Direct Communication Solutions Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Direct Communication Solutions Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2022 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of _________ 202_, by and between Direct Communication Solutions, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
EXHIBIT A Form of Representative’s Warrant AgreementDirect Communication Solutions, Inc. • December 14th, 2022 • Wholesale-computers & peripheral equipment & software
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2023[_____], 2022, which is one hundred eighty (180) days following the Commencement Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DIRECT COMMUNICATION SOLUTIONS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2019 • Direct Communication Solutions, Inc. • Delaware
This Indemnification Agreement (“Agreement”), dated as of September ____, 2019 [DATE], is by and between Direct Communication Solutions, Inc., a Delaware corporation (the “Company”) and ____________________ [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
ContractStock Option Agreement • October 11th, 2019 • Direct Communication Solutions, Inc. • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2022 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software • California
THIS EMPLOYMENT AGREEMENT (“Agreement“) is entered into as of September 30, 2019, and to be effective upon the listing of the Company’s shares on the Canadian Securities Exchange (the “Effective Date”) by and between Direct Communication Solutions, Inc., a Delaware corporation (the “Company”) and Michael Lawless (“Executive”).
AGENCY AGREEMENTAgency Agreement • December 13th, 2019 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software • Alberta
The undersigned, Industrial Alliance Securities Inc. (the “Agent”), understands that Direct Communication Solutions, Inc. (the “Company”) proposes to complete its initial public offering by offering for sale up to 1,500,000 common shares of the Company (“Shares”) at a price of $2.00 per Share (“Offering Price”) for gross proceeds of up to $3,000,000.00.
DIRECT COMMUNICATION SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR WARRANTSSubscription Agreement • October 5th, 2020 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software • California
In addition to the terms defined in the Subscription Agreement, and whenever used in the Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:
DIRECT COMMUNICATION SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR WARRANTSDirect Communication Solutions, Inc. • October 19th, 2020 • Wholesale-computers & peripheral equipment & software • California
The Purchaser is an “accredited investor”, as such term is defined in National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”) and, as at the time the subscription is accepted by the Issuer (“Closing”), the Purchaser will fall within one or more of the following categories (Please check one or more, as applicable):
FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • October 11th, 2019 • Direct Communication Solutions, Inc. • Illinois
This is an AGREEMENT between DIRECT COMMUNICATION SOLUTIONS, INC. a Delaware corporation having its principal place of business at 17150 Via Del Campo, Suite 200, San Diego, California 92127, hereinafter “Seller”, and GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware limited liability company, 400 Skokie Boulevard, Suite 375, Northbrook, Illinois 60062, hereinafter “Purchaser”. THE PARTIES HEREBY AGREE AS FOLLOWS:
DIRECT COMMUNICATION SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR COMMON SHARESDirect Communication Solutions, Inc. • October 5th, 2020 • Wholesale-computers & peripheral equipment & software • California
In addition to the terms defined in the Subscription Agreement, and whenever used in the Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:
Explanatory Note PART III—EXHIBITSExplanatory Note • October 19th, 2020 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on October 18, 2020.
DIRECT COMMUNICATION SOLUTIONS, INC. SUBSCRIPTION AGREEMENT FOR COMMON SHARESDirect Communication Solutions, Inc. • October 19th, 2020 • Wholesale-computers & peripheral equipment & software • California
The Purchaser is an “accredited investor”, as such term is defined in National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”) and, as at the time the subscription is accepted by the Issuer (“Closing”), the Purchaser will fall within one or more of the following categories (Please check one or more, as applicable):
ENHANCED SECURED PURCHASE AND SECURITY AGREEMENTEnhanced Secured Purchase and Security Agreement • September 14th, 2020 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software • Utah
This Enhanced Secured Purchase and Security Agreement (“Agreement”) is dated for reference as of January 22, 2020, between Transportation Alliance Bank Inc. dba TAB Bank (the “Purchaser”) and Direct Communication Solutions, Inc. (the “Seller”).
Explanatory Note PART III—EXHIBITSExplanatory Note • October 8th, 2020 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on October 7, 2020.
CALAMP MASTER AGREEMENTCalamp Master Agreement • October 11th, 2019 • Direct Communication Solutions, Inc. • California
This Master Agreement (“Agreement”) is made and entered into as of the date identified below as the “Effective Date,” by and between CalAmp Wireless Networks Corporation, formerly known as Wireless Matrix USA, Inc. (“CalAmp”), a Delaware corporation having a principal place of business at 15635 Alton Parkway, Suite 250, Irvine, California 92618, and the customer identified below (“Subscriber”), each a “Party” and collectively the “Parties.”
DIRECT COMMUNICATION SOLUTIONS INC AND TWO LIONS TECHNOLOGIES INC. ARRANGEMENT AGREEMENT Dated for reference December 28, 2016 TABLE OF CONTENTArrangement Agreement • October 11th, 2019 • Direct Communication Solutions, Inc. • British Columbia
IN CONSIDERATION of the covenants and agreement herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
AGREEMENTAgreement • October 11th, 2019 • Direct Communication Solutions, Inc. • California
THIS AGREEMENT (“Agreement”) is entered into as of [●], 2019, (the “Effective Date”) by and between Direct Communication Solutions, Inc., a Delaware corporation (the “Company”), and Richard Gomberg (“Executive”).
