DOCUMENT SECURITY SYSTEMS, INC. SUBSCRIPTION AGREEMENT
DOCUMENT
SECURITY SYSTEMS, INC.
NONE
OF THE SECURITIES OFFERED PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE
SECURITIES LAWS OF ANY U.S. STATE OR ANY FOREIGN JURISDICTION AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF
THE ACT AND SUCH LAWS. SUCH UNITS, THE SHARES OF COMMON STOCK THAT COMPRISE
A
PART OF THE UNITS, THE WARRANTS THAT COMPRISE A PART OF THE UNITS AND THE SHARES
ISSUABLE UPON EXERCISE OF SUCH WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY PERSON AT ANY TIME IN THE ABSENCE
OF
AN EFFECTIVE REGISTRATION STATEMENT COVERNG SUCH SECURITIES UNDER THE ACT OR
AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH
REGISTRATION IS NOT NECESSSARY.
INVESTMENT
IN THE COMPANY IS HIGHLY SPECULATIVE AND INVOLVES SUBSTANTIAL RISK, INCLUDING,
BUT NOT LIMITED TO THE RISKS SET FORTH IN THE SECTION ENTITLED “RISK FACTORS” IN
THE PRIVATE OFFERING MEMORANDUM ATTACHED HERETO. YOU SHOULD READ THE PRIVATE
OFFERING MEMORANDUM CAREFULLY BEFORE INVESTING.
This
Subscription Agreement (this “Subscription
Agreement”)
is
entered into on December ___, 2006, by and between DOCUMENT SECURITY SYSTEMS,
INC., a New York corporation (the “Company”),
and
_______________, an individual or entity (“Subscriber”).
As
used herein, the Company and Subscriber are individually and respectively
referred to as a “Party”
and
collectively as the “Parties.”
Terms
not otherwise defined herein shall have the meanings ascribed to them in the
Private Offering Memorandum attached hereto as Exhibit
A
(the
“Private
Offering Memorandum”).
1.
Subscription.
Subscriber
subscribes for and offers to purchase, and the Company agrees to issue and
sell,
an equity interest in the Company (the “Units”),
entitling Subscriber to the rights of Subscribers described in the Private
Offering Memorandum for a purchase price equal to the amount set forth on the
signature page below (the “Investment
Amount”),
subject to the terms and conditions set forth herein.
2.
Investment
Amount; Escrow Funds.
(a)
Deliveries
Upon Signing. Simultaneous
with the execution of this Subscription Agreement, Subscriber shall execute
and
deliver to Placement Agent an Investor Questionnaire substantially in the form
of Exhibit
B
hereto
(the “Investor
Questionnaire”).
(b)
Payment
of Investment Amount. Concurrent
with the execution of this Subscription Agreement, Subscriber shall transmit
a
wire transfer or check to the escrow agent (the “Escrow
Agent”)
designated in the Escrow Agreement substantially in the form of Exhibit
C
hereto
(the “Escrow
Agreement”)
in an
amount equal to such Subscriber’s Investment Amount in accordance with the
instructions for the Escrow Agent set forth in the Escrow Agreement. For
purposes of this Agreement, “Payment”
shall
mean Subscriber’s implementation of such wire transfer or receipt by Escrow
Agent of the bank check. Subscriber funds deposited into the Escrow Account
will
be maintained separate and apart from funds of the Company. The Parties hereby
agree that Subscriber shall not be deemed to have purchased the Units until
the
Company shall have provided a Closing Notice (as defined herein).
(c)
Closing.
At
any
time on or prior to March 12, 2007, the Company, at the Company’s sole
discretion, may elect to accept the subscription of the Subscriber. The
Company’s acceptance of the subscription shall be effective upon the Company’s
transmitting a notice to the Subscriber according to the notice information
for
the Subscriber set forth herein informing the Subscriber of such acceptance
(“Closing
Notice”).
The
Company shall use commercially reasonable efforts to effect a closing within
21
days after the Company has obtained executed Subscription Agreements with an
aggregate Investment Amount of at least $1,500,000.
(d)
Trigger
for Return of Investment Amount. If
by
March 12, 2007, the Company has failed to obtain executed Subscription
Agreements with an aggregate Investment Amount of at least $1,500,000, then
the
Company shall instruct the Escrow Agent to return to the Subscriber an amount
equal to the Subscriber’s Investment Amount to the Subscriber pursuant to the
terms set forth in the Escrow Agreement. In the event that the Company has
provided Closing Notice to the Subscriber and is nonetheless obligated to return
funds to Subscriber pursuant to this Section 2(d), the Subscriber shall be
deemed to have authorized the Company to take all steps necessary to terminate
Subscriber’s Units in the Company and Subscriber shall execute any documents
provided by the Company to effect such termination. If the Company does not
accept the subscription of the Subscriber within 45 days after Subscriber’s
Payment, Subscriber may, at Subscriber’s sole discretion, provide written notice
to the Company to return Subscriber’s payment (the “Return
Notice”).
The
Company shall, within 3 business days of receipt of the Return Notice, instruct
Escrow Agent to return the Subscriber’s Payment to Subscriber.
3.
The
Offering.
Subscriber
understands that the details of the offering (the “Offering”)
are
set forth in the Private Offering Memorandum. The Offering will terminate on,
or
prior to, March 12, 2007, subject to extension and/or modification in the sole
discretion of the Company, and may be extended or modified without notice as
described in the Private Offering Memorandum.
Subscriber
understands that this Subscription Agreement is not binding upon the Company
unless and until such time as (i) payment of the Investment Amount is
transferred from the Escrow Account, and clears and is credited to the Escrow
Agent’s bank account, and (ii) the Company accepts Subscriber’s subscription in
writing (the “Closing
Date”).
Subscriber
acknowledges that the Company reserves the right, in its sole discretion, to
accept or reject any Subscription Agreement.
Subscriber
acknowledges that Subscriber has received, read, understands and is familiar
with this Subscription Agreement, any attachments, including but not limited
to
the Private Offering Memorandum and all such information provided by the
Placement Agent, if any, and together with any other filed regulatory documents
(collectively “Offering
Material”),
and
Subscriber further acknowledges that Subscriber has not relied upon any
information concerning the Offering, written or oral, other than those contained
in this Subscription Agreement and the Offering Material. Subscriber further
understands that any other information or literature, regardless of whether
distributed prior to, simultaneously with, or subsequent to, the date of this
Subscription Agreement shall not be relied upon by Subscriber in determining
whether to make an investment in the Units and Subscriber expressly
acknowledges, agrees and affirms that Subscriber has not relied upon any such
information or literature in making Subscriber’s determination to make an
investment in the Units and that Subscriber understands that, except as
otherwise provided herein, the Company is under no obligation to (and that
Subscriber does not expect it to) update, revise, amend or add to any of the
information heretofore furnished to Subscriber.
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4.
Representations and Warranties of Subscriber.
(a)
In
order to induce the Company to accept Subscriber’s subscription, Subscriber
further represents and warrants to the Company, its Affiliates, as defined
in
the Securities Act of 1933 (the “Securities
Act”),
and
counsel to the Company (the “Company’s
Counsel”),
and
their respective agents and representatives as follows:
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1.
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SUBSCRIBER
HAS READ THE PRIVATE OFFERING MEMORANDUM AND EXAMINED THE RISK FACTORS
SET
FORTH THEREIN, AND UNDERSTANDS THE SPECULATIVE NATURE OF AND SUBSTANTIAL
RISK INVOLVED IN INVESTMENT IN THE COMPANY.
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2.
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If
Subscriber has chosen to do so, Subscriber has been represented by
such
legal and tax counsel and other professionals, each of whom has been
personally selected by Subscriber, as Subscriber has found necessary
to
consult concerning the purchase of the Units, and such representation
has
included an examination of all applicable documents and an analysis
of all
tax, financial, and securities law aspects thereof deemed to be necessary.
Subscriber, together with Subscriber’s counsel, Subscriber’s advisors, and
such other persons, if any, with whom Subscriber has found it necessary
or
advisable to consult, have sufficient knowledge and experience in
business
and financial matters to evaluate the information set forth in this
Subscription Agreement and in the Offering Material and the risks
of the
investment and to make an informed investment decision with respect
thereto. Further, Subscriber has been given the opportunity for a
reasonable time period prior to the date hereof to ask questions
of, and
receive answers from, the Company or its representatives concerning
the
terms and conditions of the Offering and other matters pertaining
to this
investment and has been given the opportunity for a reasonable time
period
prior to the date hereof to verify the accuracy of the Company’s
information.
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3.
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With
respect to the United States federal, state and foreign tax aspects
of
Subscriber’s investment, Subscriber is relying solely upon the advice of
Subscriber’s own tax advisors, and/or upon Subscriber’s own knowledge with
respect thereto.
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4.
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Subscriber
has not relied, and will not rely upon, any information with respect
to
this offering other than the information contained herein and in
the
Offering Material.
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5.
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Subscriber
understands that no person has been authorized to make representations
or
to give any information or literature with respect to this offering
that
is inconsistent with the information that is set forth herein and
in the
Offering Material.
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6.
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Subscriber
understands that, other than as provided herein and in the Offering
Materials, no covenants, representations, or warranties have been
authorized by or will be binding upon the Company, with regard to
this
Subscription Agreement, the performance of the Company or any expectation
of investment returns, including any representations, warranties
or
agreements contained or made in any written document or oral communication
received from or had with the Company, its Affiliates, Company Counsel
or
any of their respective representatives or agents. Subscriber has
not
relied upon any information or representation that may be or have
been
made or given except as permitted under this
paragraph.
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7.
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Subscriber
understands that the Offering has not been, and it is not anticipated
that
the same will be, registered under the Securities Act, or pursuant
to the
provisions of the securities or other laws of any other applicable
jurisdictions, but is being made in reliance upon the provisions
of
Section 4(2) and/or 4(6) of the Securities Act and/or Regulation
D and the
other rules and regulations promulgated thereunder, and/or upon such
other
exemption from the registration requirements of the Securities Act
as may
be available with respect to any or all of the investments in securities
to be made hereunder. Subscriber is fully aware that the Units subscribed
for by Subscriber are to be sold to Subscriber in reliance upon such
safe
harbor based upon Subscriber’s representations, warranties, and agreements
as set forth herein. Subscriber is fully aware of the restrictions
on
sale, transferability and assignment of the Units (including the
shares of
Common Stock and the Warrants that comprise the Units, and the shares
of
Common Stock issuable upon exercise of such Warrants), and that Subscriber
must bear the economic risk of Subscriber’s investment herein for an
indefinite period of time because the offering has not been registered
under the Securities Act and, therefore, the Securities cannot be
offered
or sold unless such offer is subsequently registered under the Securities
Act or an exemption from such registration is available to
Subscriber.
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8.
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Subscriber
is an “accredited investor” (as defined in Rule 501 of Regulation D
promulgated under the Securities
Act).
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9.
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Subscriber’s
execution and delivery of this Subscription Agreement has been duly
authorized by all necessary action and all necessary consents have
been
obtained. Subscriber has no present intention to sell, distribute,
pledge,
assign, or otherwise transfer the Units (including the shares of
Common
Stock and the Warrants that comprise the Units, and the shares of
Common
Stock issuable upon exercise of such Warrants), which Subscriber
acquires
pursuant to this offering. Subscriber is making the investment hereunder
solely for Subscriber’s own account and not for the account of others and
for investment purposes only and not with a view to or for the transfer,
assignment, resale or distribution thereof, in whole or in part.
Subscriber has no present plans to enter into any such contract,
undertaking, agreement, or
arrangement.
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10.
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Except
as provided in Section 2(c), Subscriber agrees that Subscriber will
not
cancel, terminate or revoke this Subscription Agreement, which has
been
executed by Subscriber, and that this Subscription Agreement shall
survive
any sale, assignment or other transfer of control over, or of all
or
substantially all of Subscriber’s assets or business and Subscriber’s
bankruptcy, except as otherwise provided pursuant to the laws of
any
applicable jurisdiction.
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11.
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Subscriber
has substantial investment experience and is familiar with investments
of
the type contemplated by this Subscription Agreement. Subscriber
confirms
that although one of Subscriber’s motivations for investing in the Company
is to derive economic benefits therefrom, Subscriber is aware that
purchase of the Units is a speculative investment involving a high
degree
of risk and there is no guarantee that Subscriber will realize any
gain
from Subscriber’s investment or realize any tax benefits therefrom and
Subscriber is further aware that Subscriber may lose all or a substantial
part of Subscriber’s investment. Subscriber understands that there are
substantial restrictions on the transferability of, and there is
no
existing public market for, the Units (including the Warrants that
are
included in the Units) and it may not be possible to liquidate an
investment in the Units (including the shares of Common Stock and
the
Warrants that comprise the Units, and the shares of Common Stock
issuable
upon exercise of such Warrants). Subscriber affirms that Subscriber
acknowledges that this investment is highly speculative, involves
a high
degree of risk and, accordingly, Subscriber can afford to lose the
entire
investment.
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12.
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The
address set forth herein is Subscriber’s true and correct address and
Subscriber has no present intention of becoming a resident of any
other
country, state, or jurisdiction prior to, or after, Subscriber’s purchase
of the Units.
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13.
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Subscriber
understands the meaning and legal consequences of the foregoing
representations and warranties, which are true and correct as of
the date
hereof and will be true and correct as of the date of Subscriber’s
purchase of the Units subscribed for herein. Each such representation
and
warranty shall survive such
purchase.
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14.
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Subscriber
acknowledges and agrees that it shall not be a defense to a suit
for
damages for any misrepresentation or breach of covenant or warranty
made
by Subscriber that the Company, its Affiliates, the Company’s Counsel and
their respective agents or representatives knew or had reason to
know that
any such covenant, representation or warranty in this Subscription
Agreement or furnished or to be furnished to the Company by Subscriber
contained untrue statements. The foregoing shall survive any investigation
of Subscriber’s representations and warranties in this Subscription
Agreement made by the Company, its Affiliates, the Company’s Counsel and
their respective agents or representatives.
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15.
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No
representation or warranty that Subscriber has made in this Subscription
Agreement, or in a writing furnished or to be furnished pursuant
to this
Subscription Agreement, contains or shall contain any untrue statement
of
fact, or omits or shall omit to state any fact which is required
to make
the statements contained herein or therein, in light of the circumstances
under which they were made, not
misleading.
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16.
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Subscriber
has full right, power, and authority to execute and deliver this
Subscription Agreement and to perform Subscriber’s obligations hereunder.
This Subscription Agreement has been duly authorized, executed and
delivered by or on behalf of Subscriber and is a valid, binding and
enforceable obligation of Subscriber, enforceable against Subscriber
in
accordance with its terms subject to bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in effect
and
affecting creditors’ rights generally and to general equity
principles.
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17.
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The
execution and delivery of this Subscription Agreement by Subscriber
will
not result in any violation of, or be in conflict with, or result
in the
default of, any term of any material agreement or instrument to which
Subscriber is a party or by which Subscriber is bound, or of any
law or
governmental order, rule or regulation which is applicable to
Subscriber.
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18.
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Subscriber
is duly and validly organized, validly existing and in good tax and
corporate standing as a corporation under the laws of the jurisdiction
of
its incorporation with full power and authority to purchase the Units
to
be purchased by it and to execute and deliver this Subscription
Agreement.
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19.
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To
Subscriber’s knowledge, except for the Placement Agent, all negotiations
relative to this Agreement and the transactions contemplated hereby
have
been carried out by Subscriber directly with the Company without
the
intervention of any person or entity in such manner as to give rise
to any
valid claim by any person or entity against Subscriber or the Company
for
a finder’s fee, brokerage commission or similar payment. To the extent
Subscriber becomes aware of an additional claim to such fees, commission
or payments, other than to Placement Agent, Subscriber shall promptly
provide the Company with notice of such claim. To the extent any
person or
entity claims to be entitled to a finder’s fee, brokerage commission, or
similar payment in connection with the transactions contemplated
hereby,
Subscriber shall be liable for all such fees and expenses related
thereto
to the extent any such claims relate to acts or omissions of Subscriber
or
to this transaction. In the event a payment is payable by the Company
to
any broker, finder, agent or other person, other than to Placement
Agent,
in connection with Subscriber’s investment in the Company, such payment
shall be deducted from the amount paid by Subscriber in connection
with
this Agreement.
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5.
Legend.
Any
certificate representing Subscriber’s interest in the Company shall bear the
following legend:
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
A
TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS IN
WHICH THE TRANSFEROR PROVIDES THE COMPANY WITH AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT NECESSSARY.
6.
Indemnification
by Subscriber.
Subscriber
hereby agrees to indemnify and hold harmless the Company, its Affiliates, the
Company’s Counsel, Placement Agent and their respective officers, directors,
employees, agents and representatives, from any and all damages, losses, costs,
and expenses (including reasonable attorneys’ fees to collect such amount of
damages, losses, costs, expenses) which they, or any of them, may incur by
reason of Subscriber’s failure to fulfill any of the terms and conditions of
this Subscription Agreement or by reason of Subscriber’s breach of any of
Subscriber’s representations and warranties contained in this Subscription
Agreement.
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7.
Confidential
Information.
For
purposes of this Agreement, the term “Confidential Information” will mean and
refer to any information, technical data or know-how, patentable and
un-patentable, including, but not limited to, software, machinery, research,
product plans, product services, customer lists, marketing materials,
developments, inventions, process designs, finances, or other trade secrets
of
the Company or similar items relating to the Company’s business and litigation
activities, or that of any supplier, customer or prospective customer, which
Confidential Information is designated in writing to be confidential or
proprietary, or if given orally, to Subscriber under circumstances reasonably
demonstrating or suggesting the confidential or proprietary nature of such
information. The restrictions in this Section shall not apply to information,
which (i) prior to or after the time of disclosure becomes part of the public
knowledge or literature, not as a result of any inaction or action of
Subscriber; (ii) must be delivered in response to a valid order by a court
or
governmental body, (iii) became or becomes generally available to the recipient
on a non-confidential basis from a source other than the Company; or (iv) is
approved by the Company, in writing, for release. Subscriber covenants and
agrees not to use any Confidential Information for Subscriber’s own use or
benefit (directly or indirectly), or for the benefit of any party other than
Company. Subscriber may not disclose Confidential Information to third parties
except employees, consultants, or professional advisers of the Company in
connection with Company business who are required to have the information in
order to carry out their duties for the Company. Subscriber agrees that it
will
take all reasonable measures to protect the secrecy of and avoid disclosure
or
use of Confidential Information of the Company in order to prevent the
Confidential Information from falling into the public domain or the possession
of persons other than those persons authorized hereunder to have such
information, which measures shall include the highest degree of care that
Subscriber uses to protect Subscriber’s own Confidential Information of a
similar nature. Subscriber agrees to immediately notify the Company in writing
of any misuse or misappropriation of the Confidential Information, which may
come to Subscriber’s attention. All proceeds from a misuse or disclosure of the
Company’s Confidential Information will be recoverable from Subscriber
responsible for such misuse or disclosure, which Subscriber shall be liable
to
the Company to the fullest extent of the law.
8.
General
Provisions.
(a)
Headings.
The
headings contained in this Subscription Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Subscription Agreement.
(b)
Enforceability.
If any
provision, which is contained in this Subscription Agreement, for any reason,
should be held to be invalid or unenforceable in any respect under the laws
of
any State of the United States or any other jurisdiction, such invalidity or
unenforceability shall not affect any other provision of this Subscription
Agreement. Instead, this Subscription Agreement shall be construed as if such
invalid or unenforceable provisions had not been contained herein.
(c)
Notices.
Any
notice or other communication required or permitted hereunder (“Notice”)
must
be in writing and sent by either (i) registered or certified mail, postage
prepaid, return receipt requested, (ii) overnight delivery with confirmation
of
delivery, or (iii) confirmed facsimile transmission, in each case addressed
as
follows:
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| To the Company: |
Document
Security Systems, Inc.
Attn:
Chief Executive Officer
00
Xxxx Xxxx Xxxxxx
Xxxxx
0000
Xxxxxxxxx,
XX 00000
Facsimile
No: (000)
000-0000
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| To Subscriber: |
_________________________
_________________________
_________________________
Attention:
_________________
Facsimile
No: _______________
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or
in
each case to such other address and facsimile number as shall have last been
furnished by like Notice. If mailing by registered or certified mail is
impossible due to an absence of postal service, and if the other methods
of
sending Notice set forth in this Section 8 are not otherwise available, Notice
shall be in writing and personally delivered to the aforesaid addresses.
Each
Notice or communication shall be deemed to have been given as of the date
so
mailed or delivered, as the case may be; provided, however,
that any
Notice sent by facsimile shall be deemed to have been given as of the date
sent
by facsimile.
(d)
Governing
Law; Disputes.
This
Subscription Agreement shall in all respects be construed, governed, applied
and
enforced with the laws of the State of New York without giving effect to the
principles of conflicts of laws. The Parties hereby consent to and irrevocably
submit to personal jurisdiction over each of them by the applicable State or
Federal Courts of the State of New York, County of Monroe, in any action or
proceeding, irrevocably waive trial by jury and personal service of any and
all
process and other documents and specifically consent that in any such action
or
proceeding, any service of process may be effectuated upon any of them by
certified mail, return receipt requested, in accordance with this Section 8.
(e)
Further
Assurances.
The
Parties agree to execute any and all such other and further instruments and
documents, and to take any and all such further actions, which are reasonably
required to effectuate this Subscription Agreement and the intents and purposes
hereof.
(f)
Binding
Agreement.
This
Subscription Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their heirs, executors, administrators, personal
representatives, successors and assigns.
(g)
Waiver.
Except
as otherwise expressly provided herein, no waiver of any covenant, condition,
or
provision of this Subscription Agreement shall be deemed to have been made
unless expressly set forth in writing and signed by the Party against whom
such
waiver is charged; and, (i) the failure of any Party to insist in any one or
more cases upon the performance of any of the provisions, covenants, or
conditions of this Subscription Agreement or to exercise any option herein
contained, shall not be construed as a waiver or relinquishment for the future
of any such provisions, covenants, or conditions; (ii) the acceptance of
performance of anything required by this Subscription Agreement to be performed
with knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure; and, (iii) no
waiver by any Party of one breach by another Party shall be construed as a
waiver with respect to any other or subsequent breach.
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(h)
Counterparts.
This
Subscription Agreement 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 instrument.
(i)
Entire
Agreement.
The
Parties have not made any representations, warranties, or covenants with respect
to the subject matter hereof, orally or in writing, which are not expressly
set
forth herein, and this Subscription Agreement, together with any instruments
or
other agreements executed simultaneously herewith, constitutes the entire
agreement between them with respect to the subject matter hereof. All
understandings and agreements heretofore had between the Parties with respect
to
the subject matter hereof are merged in this Subscription Agreement, which
alone
fully and completely expresses their agreement. This Subscription Agreement
may
not be changed, modified, extended, terminated, or discharged orally, but only
by an agreement in writing, which is signed by all of the Parties to this
Subscription Agreement.
(j)
Subscription
Irrevocable.
Except
as set forth herein, this Subscription is irrevocable, is subject to all of
the
terms and provisions contained in the Subscription Agreement, and will survive
the death, dissolution, or disability of the Subscriber.
(k)
Limited
Liability.
The
Company, its Affiliates, the Company’s Counsel and the Company’s applicable
agents and representatives shall not be liable for taking any action pursuant
to
this Subscription Agreement in the absence of their respective willful
misconduct or fraud.
(l).
Assignability.
This
Agreement is not transferable or assignable by the Subscriber.
9.
Certification.
Under
penalties of perjury Subscriber certifies as follows:
If
it has
been provided, the number shown below, as Subscriber’s taxpayer’s identification
number is Subscriber’s correct taxpayer identification number. Subscriber is not
subject to backup withholding either because Subscriber has not been notified
by
the Internal Revenue Service that Subscriber is subject to backup withholding
as
a result of a failure to report all interest or dividends, or the Internal
Revenue Service has notified Subscriber that it is no longer subject to backup
withholding.
[REMAINDER
OF PAGE INTENTIONALLY BLANK]
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IN
WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as
of
the date first written above.
Investment
Amount: $_________
Print
Name of Subscriber:
________________________
Signature
of Subscriber:
Individual:
____________________________
Business
Entity:
By:
___________________________
Name:
___________________________
Title:
___________________________
Taxpayer
ID Number: ________________
Date:
________________
| Address |
____________________
____________________
____________________
|
Accepted
and Agreed to:
DOCUMENT
SECURITY SYSTEMS, INC.
By:
_____________________________________
Name:
Xxxxxxx Xxxxx
Title:
Chief Executive Officer
Date:
_______________________
EXHIBIT
A
PRIVATE
OFFERING MEMORANDUM
EXHIBIT
B
INVESTOR
QUESTIONNIARE
EXHIBIT
C
ESCROW
AGREEMENT
