Exhibit 10.7


 


		CONTRACT NO: PS-17570


 


Certain confidential information contained
in this document, marked by brackets as [***], has been omitted because it is both (i) not material and (ii) would be
competitively harmful if publicly disclosed.


 


AMENDMENT #2 TO MASTER PRODUCTS AND SERVICES
AGREEMENT


 


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.


 


WHEREAS, on June 15, 2018 Supplier acquired Royce Digital
Systems, Inc.;


 


WHEREAS, Royce Digital Systems, Inc. became a
wholly owned subsidiary of Supplier upon acquisition;


 


WHEREAS,
Royce Digital Systems, Inc. has assigned its obligations under the Agreement to Supplier; and


 


WHEREAS, the parties also wish to
amend various terms of the Agreement.


 


THEREFORE, the parties agree to amend the Agreement
as follows:


 


	1.	Assignment. On the Amendment #2 Effective Date, Royce Digital Systems,
Inc. assigned the Agreement to Supplier, which assignment Kaiser hereby consents to. Supplier hereby affirms that as of the Amendment
#2 Effective Date it has assumed all of the obligations of Royce Digital Systems, Inc. under the Agreement, as amended, and that
the Agreement remains in full force and effect and is a valid and binding obligation of Supplier.



 


	2.	Definitions. The Agreement is amended hereto by adding the following Definitions.



 


1.14 “Exhibit A” means Exhibit
A, Exhibit A-1, Exhibit A-2, and Exhibit A-3, as of Amendment #2 Effective Date.


 


	3.	Pricing. The Agreement is amended by deleting section 3.1 Pricing
in its entirety and replacing it with the following:



 


3.1 Pricing.
Exhibit A sets forth the Prices for each Product and Service. Prices must be at least [***] less,
on average across all Products and Services, than [***], when available, of such
Products and Services. Supplier will conduct an annual audit on pricing and Kaiser will validate Supplier’s audit
findings. If Supplier is not compliant to this requirement, Supplier will reimburse Kaiser the difference between the actual
average percentage off of [***] and [***] based on
the relevant annual spend on the affected Products and Services. For example, if the actual average percentage off of [***] is [***] and
the spend on affected Products and Services is $ [***], then Supplier will reimburse
Kaiser [***] of $ [***] or $ [***]. Supplier
shall not increase Prices during the Term of Agreement. If the Term of Agreement is extended beyond December 31, 2020, any
price increases per each calendar year shall be the lesser of [***] and the [***] percentage increase of the Consumer Price
Index for All Urban Consumers (“CPI-U”), not seasonally adjusted, for all items in U.S. city average, as
published by the U.S. Department of Labor, Washington, DC. In addition to the annual price increases set forth above,
Supplier may propose an increase of the price of any affected Product set forth on Exhibit A-3 if there is an increase in
Supplier’s acquisition costs on such Products manufactured outside the United States due to new or increased tariffs
imposed by the United States Government. Notwithstanding the foregoing, (i) Supplier may propose new pricing only twice
during each calendar year; and (ii) Supplier must provide Kaiser with documentation that clearly evidences the amount by
which Supplier’s acquisition cost of Product has increased and the specific Harmonized Tariff Schedule (HTS) code(s)
impacting the Product. All price increase proposals arising from tariffs must be approved by Kaiser and documented through a
contract amendment prior to being effective. Notwithstanding anything to the contrary herein contained, Supplier shall have
no obligation to sell or deliver to Kaiser any Product subject to any tariff of which Kaiser had not approved and documented
through a contract amendment. If price increases due to tariffs are implemented and the relevant tariffs are removed or
decreased subsequently, Kaiser and Supplier will execute a contract amendment to reflect such removal or decrease within 45
days of the relevant tariff’s removal or decrease. Supplier may decrease the prices set forth on Exhibit A upon prior
written notice to Kaiser, and this notice must include a proposed amended Exhibit A in electronic format. On a quarterly
basis, Supplier shall provide updates, including additions and deletions, to Exhibit A as needed, in writing via electronic
mail to Kaiser. The prices under this Agreement must be equal to or better than those offered to any other customer of
Supplier that is commercially competitive with Kaiser, subject to Supplier’s terms and conditions of sale. To the
extent that Supplier is not in compliance with this Section 3.1, Supplier must refund to each Customer the difference between
the Price set forth on Exhibit A that the Customer paid to Supplier and the lower, competitive price in violation of this
Section 3.1. Within 30 days of Kaiser’s or any Customer’s determination that Supplier is not in compliance, Supplier must
amend this Agreement to provide the more favorable terms.


 




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		CONTRACT NO: PS-17570



 


	4.	Invoicing. The Agreement is amended by deleting Section 3.4 of the Agreement, in
its entirety and replacing it with the following:



 


		3.4	Invoicing.



 


		3.4.1	General. Supplier is solely responsible for invoicing Customer for
Products and Services. Supplier will not Invoice Customer for any fees or expenses not specified in this Agreement or a PO, unless
mutually agreed upon in writing between Supplier and Customer. Supplier’s invoices must comply with the Kaiser Permanente Invoice
and Accounts Payable Requirements, which are referenced In Exhibit C. At no time will Kaiser pre-pay Supplier for any goods and
services under this Agreement.



 


		3.4.2.	Invoice Acceptance Management.



 


a. Acceptance.
All invoice(s) shall be subject to acceptance. Kaiser will verify that the fees detailed in the preliminary invoices satisfy the
criteria for acceptance mutually agreed to by Kaiser and Supplier for such purchases as set forth in the Agreement (“Acceptance”).
When Kaiser reasonably determines that the invoices meet the Acceptance criteria, then Kaiser shall Accept the invoice and the
Supplier can submit the invoices for payment in accordance with wholly incorporated, Kaiser requirements http://supplier.kp.org/formsreqs/index.html.


 


b. Supplier
acknowledges and agrees that if an invoice fails to set forth of fees, then the process below shall iterate until Kaiser has accepted
the invoice. Only a written letter of Acceptance from the designated Kaiser representative shall constitute Acceptance by Kaiser.


 


c. All
invoices from Supplier shall be submitted electronically to the designated Kaiser representative for acceptance. Kaiser will use
commercially reasonable efforts to provide approval or revision instructions to Supplier within fifteen (15) business days of invoice
submission to Kaiser. The Kaiser representative shall determine if the invoice meets the Acceptance criteria, and such determination
shall not be unreasonably withheld or delayed. Kaiser’s notification of its acceptance shall come from the Kaiser representative
and may be given via e-mail. The acceptance process set forth in this Section 3.4.2 will iterate until Kaiser has accepted the
invoice. Kaiser and Supplier will collaborate to resolve any open concerns until “Acceptance” can be attained.


 


	5.	Payment. The Agreement is amended by deleting 3.5.2, Payment, in its entirety and replacing
it with the following.



 


3.5.2 Supplier will
not invoice Kaiser for any fees or expenses without prior Acceptance. Supplier shall submit detailed invoices for which Kaiser
has provided Acceptance by the 15th of the month following the delivery of the related goods and/or services.


 




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		CONTRACT NO: PS-17570



 


	6.	Offset of Overpayment. Kaiser and Supplier
have reviewed past invoices and jointly agreed that Kaiser has made overpayments in the amount of [***] (the
“Overpayment”) during the period commencing on January 1, 2017 and culminating on December 31, 2019. Supplier has agreed
to issue Kaiser purchase credits to offset the amounts due and owing by Kaiser to Supplier, as reflected on invoices issued by
Supplier pursuant to the invoicing provisions of the Agreement, during the period between March 1, 2020 and June 30, 2020 in the
total of amount of the Overpayment.



 


	7.	Exhibit A. The Agreement is amended
by deleting Exhibit A, Service and Product Pricing, [***] Hardware and Maintenance Schedule,
in its entirety and replacing it with Exhibit A, [***] PRICING, hereto attached.



 


	8.	Exhibit A-1. The Agreement is amended
by deleting Exhibit A-1, Service and Product Pricing, Specialty Printer Hardware and Maintenance Schedule, in its entirety and
replacing it with Exhibit A-1, [***] PRICING, hereto attached.



 


	9.	Exhibit A-3. The Agreement is amended by adding Exhibit A-3, ADDITIONAL
PRODUCTS PRICING, hereto attached.



 


	10.	Exhibit B. The Agreement is amended by deleting Exhibit B, Products
and Services Description, in its entirety and replacing it with Exhibit B hereto attached.



 


	11.	Exhibit B-1. The Agreement is amended
by deleting Exhibit B-1, [***] Services Description, in its entirety and replacing it with
Exhibit B-1 hereto attached.



 


	12.	Exhibit C. The Agreement is amended by deleting Exhibit C –
Additional Requirements for Vendors and Contractors, in its entirety and replacing it with Exhibit C hereto attached.



 


	13.	Notices. The Agreement is amended by replacing the address and contact person for Supplier
notices to the following:



 


DecisionPoint Systems, Inc.


8697 Research Drive


Irvine, CA 92618


Attn: Steve Smith, CEO


 


	14.	Principles of Construction. Whenever the terms or conditions of
the Agreement and this Amendment #2 are in conflict, the terms of this Amendment #2 control. Except as specifically modified by
the terms of this Amendment #2, all of the Agreement remains in full force and effect. This Amendment #2 may be executed in any
number of counterparts, each of which is an original, but all counterparts of which constitute the same instrument.



 




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		CONTRACT NO: PS-17570



 


	15.	Execution. Authorized representatives of the parties have executed this Amendment #2
as of the Amendment #2 Effective Date specified above.



 


	KAISER FOUNDATION HEALTH PLAN, INC.	 	DECISIONPOINT SYSTEMS, INC., Successor in Interest to ROYCE DIGITAL SYSTEMS, INC.


 


	By:	/s/ Kelvin A. Phillips	 	By:	/s/ Steven Smith


 


	Printed Name:	Kelvin A. Phillips	 	Printed Name:	Steven Smith


 


	Title:	Sourcing Director	 	Title:	Chief Executive Officer


 


	Date:	04/01/2020	 	Date:	04/01/2020


 


	Address and Contact Person for Notices:	Address and Contact Person for Notices:
	VP of Sourcing	Steve Smith, CEO
	Kaiser Foundation Health Plan, Inc.	DecisionPoint Systems, Inc.
	1800 Harrison Street, Suite 1800	8697 Research Drive
	Oakland, CA 94612	Irvine, CA 92618


 




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		CONTRACT NO: PS-17570



 


EXHIBIT A


[***] PRICING


 




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		CONTRACT NO: PS-17570



 


EXHIBIT A-1


[***] PRICING


 




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 		CONTRACT NO: PS-17570




 


EXHIBIT
A-3 

PRODUCTS PRICING


 




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 		CONTRACT NO: PS-17570




 


EXHIBIT B


PRODUCTS AND SERVICES
DESCRIPTION


[***]


 




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		CONTRACT NO: PS-17570



 


Exhibit B-1


[***]
SERVICES DESCRIPTION


 




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 		CONTRACT NO: PS-17570




 


EXHIBIT C 

ADDITIONAL REQUIREMENTS

FOR VENDORS, CONTRACTORS AND SUPPLIERS


 


 


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