Exhibit 10.2


 





	 	SECURITY AGREEMENT



 


This
Security Agreement (“Agreement”) is executed at Irvine, California on July 30, 2021, by DecisionPoint Systems, Inc., a Delaware
corporation (herein called “Debtor”).


 


As
security for the payment and performance of all of Debtor’s obligations to MUFG UNION BANK, N.A., (herein called “Bank”),
regardless of the manner in which or the time at which such obligations arose or shall arise, whether direct or indirect, alone or with
others, or absolute or contingent, Debtor hereby grants a continuing security interest in, and assigns and transfers to Bank, the following
personal property, whether or not delivered to or in the possession or control of Bank or its agents, and whether now or hereafter owned
or in existence, and all proceeds thereof (hereinafter called the “Collateral”):


 


All
present and hereafter acquired personal property including but not limited to all accounts, chattel paper, Swap Contract (as defined
in the security agreement), instruments, contract rights, general intangibles, goods, equipment, inventory, documents, certificates of
title, deposit accounts, returned or repossessed goods, fixtures, commercial tort claims, insurance claims, rights and policies, letter
of credit rights, investment property, supporting obligations, and the proceeds, products, parts, accessories, attachments, accessions,
replacements, substitutions, additions, and improvements of or to each of the foregoing.


 


In
addition to the foregoing, “Collateral” shall include all accounts, general intangibles and all rights to payment of any
kind relating to or otherwise arising in connection with or derived from any Swap Contract. As used herein, “Swap Contract”
shall mean any swap, option, forward, spot or similar contract or agreement (or any combination thereof) relating to interest rates,
foreign currencies or exchange rates, commodities, equities or securities, debt obligations or credit attributes, or other financial
or economic measures or quantities, heretofore or hereafter entered into between Debtor and Bank or an affiliate of Bank that (x) is
subject to the same master agreement or netting agreement as any Interest Rate Hedge, or (y) is subject to an instrument or agreement
which recites that the obligations thereunder are secured hereby; together with and including any and all modifications, replacements,
extensions and renewals thereof. As used herein, “Interest Rate Hedge” shall mean any interest rate swap, forward swap or
swaption, or interest rate cap or collar transaction, or similar transaction, heretofore or hereafter entered into between Debtor and
Bank or any affiliate of Bank with respect to all or any part of the indebtedness now or hereafter secured hereby in connection with
or for the purpose of hedging or mitigating, fully or partially, interest rate risk under any debt instrument secured hereby.


 


Entities
executing this Security Agreement as Debtor agree not to change their state of organization, principal place of business (if a general
partnership or other nonregistered entity) or name, as identified below, without Bank’s prior written consent:


 


	LEGAL
    NAME OF DEBTOR	 	STATE
    OF ORGANIZATION / PRINCIPAL PLACE OF BUSINESS
	 	 	 
	DecisionPoint Systems, Inc.	 	State of Delaware



 


AGREEMENT



 


		1.	The
                                            term “credit” or “indebtedness” is used throughout this Agreement
                                            in its broadest and most comprehensive sense. Credit may be granted at the request of any
                                            one Debtor without further authorization by or notice to any other Debtor. Collateral shall
                                            be security for all nonconsumer indebtedness of Debtor to Bank in accordance with the terms
                                            and conditions herein.





 






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		2.	Debtor
                                            will: (a) pay when due all indebtedness to Bank; (b) execute such other documents and do
                                            such other acts and things as Bank may from time to time require to establish and maintain
                                            a valid perfected security interest in Collateral, including payment of all costs and fees
                                            in connection with any of the foregoing when deemed necessary by Bank; (c) furnish Bank such
                                            information concerning Debtor and Collateral as Bank may from time to time request, including
                                            but not limited to current financial statements; (d) keep Collateral separate and identifiable
                                            where such Collateral is currently located and permit Bank and its representatives to inspect
                                            Collateral and/or records pertaining thereto from time to time during normal business hours;
                                            (e) not sell, assign or create or permit to exist any lien on or security interest in Collateral
                                            in favor of anyone other than Bank unless Bank consents thereto in writing and at Debtor’s
                                            expense upon Bank’s request remove any unauthorized lien or security interest and defend
                                            any claim affecting the Collateral; (f) pay all charges against Collateral prior to delinquency
                                            including but not limited to taxes, assessments, encumbrances, insurance and diverse claims,
                                            and upon Debtor’s failure to do so Bank may pay any such charge as it deems necessary
                                            and add the amount paid to the indebtedness of Debtor hereunder; (g) protect, defend and
                                            maintain the Collateral and the perfected security interest of Bank and initiate, commence
                                            and maintain any action or proceeding to protect the Collateral; (h) reimburse Bank for any
                                            expenses, including but not limited to reasonable attorneys’ fees and expenses (including
                                            the allocated costs of Bank’s in-house counsel and legal staff) incurred by Bank in
                                            seeking to protect, collect or enforce any rights in Collateral; (i) when required, provide
                                            insurance in form and amounts and with companies acceptable to Bank and when required, assign
                                            the policies or the rights thereunder to Bank; (j) maintain Collateral in good condition
                                            and not use Collateral for any unlawful purpose; (k) perform all of the obligations of the
                                            Debtor under the Collateral and save Bank harmless from the consequence of any failure to
                                            do so; and (l) at its own expense, upon request of Bank, notify any parties obligated to
                                            Debtor on any Collateral to make payment to Bank and Debtor hereby irrevocably grants Bank
                                            power of attorney to make said notifications and collections. Debtor hereby appoints Bank
                                            the true and lawful attorney of Debtor and authorizes Bank to perform any and all acts which
                                            Bank in good faith deems necessary for the protection and preservation of Collateral or its
                                            value or Bank’s perfected security interest therein, including transferring any Collateral
                                            into its own name and receiving the income thereon as additional security hereunder. Bank
                                            does not assume any of the obligations arising under the Collateral.





 


		3.	Debtor
                                            warrants that: (a) it is and will be the lawful owner of all Collateral free of all claims,
                                            liens, encumbrances and setoffs whatsoever, other than the security interest granted pursuant
                                            hereto; (b) it has the capacity to grant a security interest in Collateral to Bank; (c) all
                                            information furnished by Debtor to Bank heretofore or hereafter, whether oral or written,
                                            is and will be correct and true as of the date given; and (d) if Debtor is an entity, the
                                            execution, delivery and performance hereof are within its powers and have been duly authorized.





 


		4.	The
                                            term default shall mean the occurrence of any of the following events: (a) failure of Debtor
                                            to make any payment of any indebtedness to Bank when due; (b) deterioration or impairment
                                            of the value of any of the Collateral; (c) any breach, misrepresentation or other default
                                            by Debtor under this Agreement or any other agreements between Bank and Debtor; (d) a change
                                            in ownership or control of ten percent or more of the equity interest of Debtor; or (e) the
                                            deterioration of financial condition of Debtor which results in Bank deeming itself, in good
                                            faith, insecure.





 


		5.	Whenever
                                            a default exists, Bank, at its option, may: (a) without notice accelerate the maturity of
                                            any part or all of the indebtedness and terminate any agreement for the granting of further
                                            credit to Debtor; (b) sell, lease or otherwise dispose of Collateral at public or private
                                            sale; (c) transfer any Collateral into its own name or that of its nominee; (d) retain Collateral
                                            in satisfaction of obligations secured hereby, with notice of such retention sent to Debtor
                                            as required by law; (e) notify any parties obligated on any Collateral consisting of accounts,
                                            instruments, chattel paper, choses in action or the like to make payment to Bank and enforce
                                            collection of any Collateral; (f) file any action or proceeding which Bank may deem necessary
                                            or appropriate to protect and preserve the right, title and interest of the Bank in the Collateral;
                                            (g) require Debtor to assemble and deliver any Collateral to Bank at a reasonably convenient
                                            place designated by Bank; (h) apply all sums received or collected from or on account of
                                            Collateral, including the proceeds of any sale thereof, to the payment of the costs and expenses
                                            incurred in preserving and enforcing rights of Bank, including reasonable attorneys’
                                            fees (including the allocated costs of Bank’s in-house counsel and legal staff), and
                                            indebtedness secured hereby in such order and manner as Bank in its sole discretion determines;
                                            Bank shall account to Debtor for any surplus remaining thereafter, and shall pay such surplus
                                            to the party entitled thereto, including any second secured party who has made a proper demand
                                            upon Bank and has furnished proof to Bank as requested in the manner provided by law; in
                                            like manner, Debtor agrees to pay to Bank without demand any deficiency after any Collateral
                                            has been disposed of and proceeds applied as aforesaid; and (i) exercise its banker’s
                                            lien or right of setoff in the same manner as though the credit were unsecured. Bank shall
                                            have all the rights and remedies of a secured party under the Uniform Commercial Code of
                                            California and in any jurisdiction where enforcement is sought, whether in said state or
                                            elsewhere. All rights, powers and remedies of Bank hereunder shall be cumulative and not
                                            alternative. No delay on the part of Bank in the exercise of any right or remedy shall constitute
                                            a waiver thereof and no exercise by Bank of any right or remedy shall preclude the exercise
                                            of any other right or remedy or further exercise of the same remedy.



 






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		6.	Debtor
                                            waives: (a) all right to require Bank to proceed against any other person including any other
                                            Debtor hereunder or to apply any Collateral Bank may hold at any time or to pursue any other
                                            remedy; Collateral, endorsers or guarantors may be released, substituted or added without
                                            affecting the liability of Debtor hereunder; (b) the defense of the Statute of Limitations
                                            in any action upon any obligations of Debtor secured hereby; (c) any right of subrogation
                                            and any right to participate in Collateral until all obligations secured hereby have been
                                            paid in full; (d) to the fullest extent permitted by law, any right to oppose the appointment
                                            of a receiver or similar official to operate Debtor’s business.





 


		7.	The
                                            right of Bank to have recourse against Collateral shall not be affected in any way by the
                                            fact that the credit is secured by a mortgage, deed of trust or other lien upon real property.





 


		8.	The
                                            security interest granted herein is irrevocable and shall remain in full force and effect
                                            until there is payment in full of the indebtedness or the security interest is released in
                                            writing by Bank.





 


		9.	Debtor
                                            shall be obligated to request the release, reassignment or return of Collateral after the
                                            payment in full of all existing obligations. Bank shall be under no duty or obligation to
                                            release, reassign or return any Collateral except upon the express written request of Debtor
                                            and then only where all of Debtor’s obligations hereunder have been paid in full.





 


		10.	If
                                            more than one Debtor executes this Agreement, the obligations hereunder are joint and several.
                                            All words used herein in the singular shall be deemed to have been used in the plural when
                                            the context and construction so require. Any married person who signs this Agreement expressly
                                            agrees that recourse may be had against his/her separate property for all of his/her obligations
                                            to Bank.





 


		11.	This
                                            Agreement shall inure to the benefit of and bind Bank, its successors and assigns and each
                                            of the undersigned, their respective heirs, executors, administrators and successors in interest.
                                            Upon transfer by Bank of any part of the obligations secured hereby, Bank shall be fully
                                            discharged from any liability with respect to Collateral transferred therewith.





 


		12.	Whenever
                                            possible, each provision of this Agreement shall be interpreted in such manner as to be effective
                                            and valid under applicable law, but, if any provision of this Agreement shall be prohibited
                                            or invalid under applicable law, such provisions shall be ineffective to the extent of such
                                            prohibition or invalidity without invalidating the remainder of such or the remaining provisions
                                            of this Agreement.





 


		13.	This
                                            document may be executed in one or more counterparts, each of which shall be deemed an original
                                            but all of which together shall constitute one and the same document. Delivery of a signature
                                            page to, or an executed counterpart of, this document by facsimile, email transmission of
                                            a scanned image, or other electronic means, shall be effective as delivery of an originally
                                            executed counterpart. The words “execution,” “signed,” “signature,”
                                            and words of like import in this document shall be deemed to include electronic signatures
                                            or the keeping of records in electronic form, each of which shall be of the same legal effect,
                                            validity, or enforceability as a manually executed signature or the use of a paper-based
                                            record keeping system, as the case may be, to the extent and as provided for in any applicable
                                            law, including, without limitation, Electronic Signatures in Global and National Commerce
                                            Act, any other similar state laws based on the Uniform Electronic Transactions Act or the
                                            Uniform Commercial Code, and the parties hereto hereby waive any objection to the contrary.





 


The
grant of a security interest in proceeds does not imply the right of Debtor to sell or dispose of any Collateral without the express
consent in writing by Bank.


 


	“Debtor”	 
	 	 
	DecisionPoint Systems, Inc., a Delaware corporation	 
	 	 
	By:	/s/
  Melinda Wohl 	 
	 	Melinda Wohl, Vice President Finance	 



 


 






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