DecisionPoint Systems, Inc. ~ Series D (DPSIP)

[Taking_Profits]

WOW Reasons for Nic Leaving ??!!!! Letter of Proxy DPSIP

As explained in the attached Proxy Statement, given the significant decline in the price of the Company’s Common Stock, the Board’s failure to act in accordance with what we consider good corporate governance standards and what we believe to be a lack of alignment at the Board level, we have lost confidence in the current Board and do not believe that this Board is appropriately representing the interests of stockholders. Accordingly, we are seeking your support and proxy for use at the Annual Meeting to elect the five nominees for director named below and in the attached proxy statement, in opposition to certain of the nominees named in the Company’s Proxy Statement. The Board is currently composed of seven (7) directors. The Company has nominated Lawrence Yelin, David M. Rifkin, Jay B. Sheehy, Marc Ferland, Don Dalicandro, Robert C. Schroeder and James F. DeSocio for election to the Board. In connection with the private placement concluded in November 2013, the Company entered into a Placement Agreement with Taglich Brothers, Inc. in which it agreed “to identify at least two seasoned industry veterans or other qualified individuals (as determined by the Placement Agent in its sole and absolute discretion) to serve as members of the Company’s Board of Directors.” Despite this agreement, the current members of the Board called the Annual Meeting only after Michael Taglich commenced an action in the Delaware Chancery Court in July 2014 demanding that a meeting of the stockholders be convened. The Company has not held an annual meeting of stockholders since it ceased to be a shell company on June 15, 2011, during which period Lawrence Yelin, David M. Rifkin, Jay B. Sheehy and Marc Ferland continuously served as directors of the Company. After months of discussion with the current members of the Board to change the composition of the Board, we have decided to propose the following five individuals as nominees to the Board: Michael Taglich, John Guttilla, Stanley P. Jaworski, Jr., Paul A. Seid and Magnus G. Thorstenn.