Exhibit 10.1
AMENDMENT NO. 4 TO THE ARRANGEMENT AGREEMENT
THIS AGREEMENT is made as of April 13, 2011.
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")
WHEREAS the parties hereto executed an arrangement agreement made as of October
20, 2010 (the "Agreement");
WHEREAS the parties hereto executed an amendment to the Agreement made as of
December 23, 2010 ("Amendment No. 1");
WHEREAS the parties hereto executed an amendment to the Agreement made as of
March 22, 2011 ("Amendment No. 2");
WHEREAS the parties hereto executed an amendment to the Agreement made as of
April 8, 2011 ("Amendment No. 3");
WHEREAS the amendments provided herein are in addition to those provided in
Amendment No. 1, Amendment No. 2 and Amendment No. 3 except where the amendments
provided herein replace amendments set out in Amendment No. 1, Amendment No. 2
and Amendment No. 3;
WHEREAS the parties wish to amend the Agreement in accordance with the terms
hereof ("Amendment No. 4");
NOW THEREFORE, in consideration of the covenants and agreements herein
contained, the parties agree hereto as follows:
1. SECTION 1.8 (SCHEDULES)
Section 1.8 is amended by replacing the Plan of Arrangement provided in Schedule
B attached to the Agreement with the Plan of Arrangement attached hereto as
Schedule A.
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2. EFFECT ON AGREEMENT.
SUBJECT TO THE AMENDMENTS PROVIDED HEREIN, ALL OF THE
TERMS AND CONDITIONS OF THE AGREEMENT, AS AMENDED BY AMENDMENT NO. 1, AMENDMENT
NO. 2 AND AMENDMENT NO. 3, SHALL CONTINUE IN FULL FORCE AND EFFECT AFTER THE
EXECUTION OF THIS AMENDMENT NO. 4 AND SHALL NOT BE IN ANY WAY CHANGED, MODIFIED
OR SUPERSEDED BY THE TERMS SET FORTH HEREIN.
EXCEPT AS EXPRESSLY SET FORTH
HEREIN, THIS AMENDMENT NO. 4 SHALL NOT BE DEEMED TO BE A WAIVER, AMENDMENT OR
MODIFICATION OF ANY PROVISIONS OF THE AGREEMENT OR CONSTITUTE A WAIVER OF ANY
PROVISION OF THE AGREEMENT (EXCEPT TO THE EXTENT HEREIN SET FORTH), OR ANY OTHER
DOCUMENT, INSTRUMENT AND/OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
THEREWITH, IN EACH CASE WHETHER ARISING BEFORE OR AFTER THE DATE HEREOF OR AS A
RESULT OF PERFORMANCE HEREUNDER OR THEREUNDER AND THIS AMENDMENT NO. 3 AND THE
AGREEMENT SHALL BE CONSTRUED AS ONE AND THE SAME DOCUMENT.
3. SEVERABILITY.
IF ANY PROVISION OF THIS AMENDMENT NO. 4 SHALL BE INVALID OR
UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT
AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AMENDMENT NO. 4
IN THAT JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS
AMENDMENT NO. 4 IN ANY OTHER JURISDICTION.
4. COUNTERPARTS/EXECUTION.
THIS AMENDMENT NO. 4 MAY BE EXECUTED IN TWO OR MORE
IDENTICAL COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
AGREEMENT AND SHALL BECOME EFFECTIVE WHEN