REGISTRATION RIGHTS AGREEMENT
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EXHIBIT
10.1
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THIS
REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of this 8th day of
October, 2009, by and among Internet Media Services, Inc., a company organized
under the laws of the State of Delaware (the “Company”), and Document Security
Systems, Inc., a New York corporation (“DSS”) which is acquiring shares of the
Company’s Common Stock pursuant to the Asset Purchase Agreement (as defined in
paragraph 2).
Recital
In
connection with the Asset Purchase Agreement (as defined below), the Company and
DSS wish to enter into this Agreement in order to confer upon DSS rights to
register under the Securities Act of 1933, as amended (the “Act”) the shares of
the Company ‘s Common Stock issued pursuant to the Asset Purchase
Agreement.
Capitalized
terms used herein have the respective meanings ascribed thereto in the Purchase
Agreement unless otherwise defined herein.
Agreement
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises,
covenants, and conditions set forth below, the Company and DSS hereby agree as
follows:
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1.
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Registration Rights of
Purchasers
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The
Company hereby grants to DSS the Registration Rights contained herein. The
Company and DSS agree that the registration rights provided herein, and the
Asset Purchase Agreement set forth the sole and entire agreement on such subject
matter between the Company and DSS.
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2.
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Definitions
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As used
in this Agreement (including the recitals hereto):
(a) The
terms “register,” “registered” and “registration” refer to a registration
effected by preparing and filing a registration statement in compliance with the
Act, and the declaration or ordering of the effectiveness of such registration
statement or such other procedure as may hereafter be required to permit the
public offering of securities under the Act;
(b) The
term “Company” refers to Internet Media Services, Inc., a corporation organized
under the laws of the State of Delaware, and to any successor of the
Company;
(c) The
term “Asset Purchase Agreement” means that certain Asset Purchase Agreement
dated of even date herewith between Xxxxxx Xxxxx Inc., a New York corporation
(“LLI”) and
the Company, to which this Agreement is attached as Exhibit D by and between the
Company and the signatories thereto, whereby the Company is selling Shares to
DSS;
(d) The
term “Registrable Securities” means (a) any and all of the shares of the
Company’s Common Stock issued to DSS pursuant to the Asset Purchase Agreement
(the “Shares”), (b) any Common Stock of the Company issued as a dividend or
other distribution with respect to, or in exchange or in replacement of, the
Shares; provided, however, that any Registrable Securities disposed of by any
Holder or person pursuant to one or more registration statements under the Act
(including a transaction pursuant to a registration statement under this
Agreement), or pursuant to Rule 144 promulgated under the Act shall thereafter
cease to be Registrable Securities hereunder;
(e) The
term “Holder” means any Purchaser of Registrable Securities under the Asset
Purchase Agreement or any permitted transferee of Registrable
Securities
(f)
The term “Common Stock means the Company’s common stock, par value $.001 per
share.
(g) The
term "Registration Statement(s)" means a registration statement(s) of the
Company under the Act.
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3.
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Registration
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(a) Registration
Statement.
(i) Promptly following the
Closing but no later than one-hundred and eighty (180) days after the Closing
Date, the Company shall prepare and file with the Securities and Exchange
Commission (“SEC”) one Registration Statement on Form S-1 (or, such form of
registration statement as is then available to effect a registration for resale
of the Registrable Securities, subject to DSS’s consent) (the "Intial
Registration Statement"), covering the resale of all the Registrable Securities
and the dividend of all the Registrable Securities to DSS’s shareholders (the
"Target Registration Amount").
(ii) In the event that any
Registration Statement filed hereunder shall (when combined with any previous
Registration Statements that are current and effective) register a number of
shares of Common Stock which less than the Target Registration Amount (a “Target
Registration Shortfall”), then the unregistered portion of the Target
Registration Amount (the “Target Registration Shortfall Amount”) shall be
included in the next Additional Registration Statement (in accordance with
Section 3(c) below).
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(iii) Any Registration Statement also
shall cover, to the extent allowable under the 1933 Act and the rules
promulgated thereunder (including Rule 416), such indeterminate number of
additional shares of Common Stock resulting from stock splits, stock dividends
or similar transactions with respect to the Registrable Securities. Such
Registration Statements shall not include any shares of Common Stock or other
securities for the account of any other holder without the prior written consent
of DSS. The Registration Statements (and each amendment or supplement thereto,
and each request for acceleration of effectiveness thereof) shall be provided to
DSS and its counsel at least five (5) business days prior to its filing or other
submission.
(b) Expenses.
The Company will pay all expenses associated with each registration, including
filing and printing fees, the Company’s counsel and accounting fees and
expenses, costs associated with clearing the Registrable Securities for sale
under applicable state securities laws and listing fees, but excluding
discounts, commissions, fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals with respect to the Registrable
Securities being sold, transfer taxes, the fees and expenses of counsel to DSS
and DSS’s other out-of-pocket expenses in connection with the
registration.
(c) Effectiveness.
(i) The Company shall use commercially
reasonable efforts to have a Registration Statement covering the Target
Registration Amount as soon as practicable. Notwithstanding anything
to the contrary herein, the Company shall have the Registration Statement
declared effective with respect to at least twenty percent (20%) of the
Registrable Securities as soon as practicable but no later than October 1,
2010.
(ii) In the event of a Target
Registration Shortfall (the date of each of which is referred to as a
“Registration Trigger Date”), the Company shall file a new Registration
Statement (an “Additional Registration Statement”), so as to cover the remaining
Registrable Securities as of the Registration Trigger Date. The
Company shall prepare and file each Additional Registration Statement as soon as
practicable following any Registration Trigger Date, but not later than not
later than the later of (i) the date that is sixty (60) days after the date
substantially all (as such term is then interpreted by the SEC) of the
Registrable Securities registered under the immediately preceding Registration
Statement are sold and (ii) the date that is six (6) months following the date
of effectiveness of the most recently effective Registration Statement or
Additional Registration Statement filed hereunder. The Company shall use its
commercially reasonable efforts to cause such new Registration Statement to
become effective within ninety (90) days filing.
(iii) Each Registration
Statement shall remain effective so long as is necessary to permit DSS to
distribute the Registrable Securities to its shareholders or otherwise without
further registration. The Company shall notify DSS by facsimile or
e-mail as promptly as practicable, and in any event, within twenty-four (24)
hours, after any Registration Statement is declared effective and shall
simultaneously provide DSS with copies of any related Prospectus to be used in
connection with the sale or other disposition of the securities covered
thereby.
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4.
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Due Diligence Review;
Information.
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The Company shall make available,
during normal business hours, for inspection and review by the Holders, advisors
to and representatives of the Holders, all financial and other records, all SEC
filings, and all other corporate documents and properties of the Company as may
be reasonably necessary for the purpose of such review, and cause the Company’s
officers, directors and employees, within a reasonable time period, to supply
all such information reasonably requested by the Holders or any such
representative, advisor or underwriter in connection with any Registration
Statement (including, without limitation, in response to all questions and other
inquiries reasonably made or submitted by any of them), prior to and from time
to time after the filing and effectiveness of any Registration Statement for the
sole purpose of enabling the Holders and such representatives, advisors and
underwriters and their respective accountants and attorneys to conduct initial
and ongoing due diligence with respect to the Company and the accuracy of any
Registration Statement.
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5.
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Registration
Procedures
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In
connection with the registration of shares of Registrable Securities, the
Company will at its expense:
(a) Prepare
and file with the SEC any Registration Statements with respect to such
Registrable Securities and use its best efforts to cause such Registration
Statements to be declared and remain effective until the securities covered by
such Registration Statement have been sold, and, as expeditiously as possible,
prepare and file with the SEC such amendments to such Registration Statement and
supplements to the prospectus contained therein as may be necessary to effect
compliance with the Act and to keep such Registration Statement effective until
the securities covered by it have been sold;
(b) As
expeditiously as possible, furnish to the Holders of Registrable Securities
participating in such registration such reasonable number of copies of the
Registration Statements, exhibits and amendments thereto, preliminary
prospectus, final prospectus and such other documents as such underwriters
and/or Holders of Registrable Securities may reasonably request in order to
facilitate the public offering of such securities, but only while the Company is
required under the provisions hereof to keep the Registration Statements
effective. The Company consents to the use of the prospectus or any
amendment or supplement thereto by each of the selling Holders in connection
with the offering and sale of the Registrable Securities covered by such
prospectus or any supplement thereto.
(c) Use
its best efforts to register or qualify the securities covered by such
Registration Statements under such state securities or blue sky laws of such
jurisdictions as such participating Holders may reasonably request within 30
days following the original filing of such Registration Statements and to do any
and all other acts and things that may be reasonably necessary or desirable to
enable the selling Holders to consummate the public sale or other disposition in
such jurisdictions of the Registrable Securities owned by the selling
Holder;
(d) Notify
the Holders participating in such registration, promptly after it shall receive
notice thereof, of the time when such Registration Statement has become
effective or a supplement to any prospectus forming a part of such Registration
Statement has been filed;
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(e) Notify
in writing such Holders promptly (i) of any comments by the SEC with respect to
such Registration Statement or prospectus, or any request by the SEC for the
amending or supplementing thereof or for additional information with respect
thereto, (ii) of the issuance by the SEC of any stop order suspending the
effectiveness of such Registration Statement or prospectus or any amendment or
supplement thereto or the initiation of any proceedings for that purpose, (iii)
of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such
purpose.
(f) Prepare
and file with the SEC promptly upon the request of any such Holders, any
amendments or supplements to such Registration Statement or prospectus which, in
the reasonable opinion of counsel for such Holders, is required under the Act or
the rules and regulations thereunder in connection with the distribution of the
Registrable Securities by such Holders;
(g) Prepare
and promptly file with the SEC, and promptly notify such Holders of the filing
of such amendment or supplement to such Registration Statement or prospectus as
may be necessary to correct any statements or omissions if, at the time when a
prospectus relating to such securities is required to be delivered under the
Act, any event has occurred as the result of which any such prospectus or any
other prospectus as then in effect would include a misstatement of a material
fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances in which they were made, not
misleading;
(h) In
case any of such Holders or any underwriter for any such Holders is required to
deliver a prospectus at a time when the prospectus then in effect may no longer
be used under the Act, prepare promptly upon request such amendment or
amendments to such Registration Statement and such prospectus or prospectuses as
may be necessary to permit compliance with the requirements of the
Act;
(i) Advise
such Holders, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the SEC suspending the
effectiveness of such Registration Statement or any post-effective amendment
thereto or the initiation or threatening of any proceeding for the purpose and
promptly use its best efforts to prevent the issuance of any stop order or to
obtain at the earliest practicable date its withdrawal if such stop order should
be issued;
(j) Not
file any Registration Statement or any amendment or supplement to such
Registration Statement or prospectus to which counsel for a majority in interest
of such Holders has reasonably objected on the grounds that such amendment or
supplement does not comply in all material respects with the requirements of the
Act or the rules and regulations thereunder, after having furnished a copy
thereof to such counsel at least five (5) business days prior to the filing
thereof; provided, however, that the failure of counsel for such Holders to
review or object to any amendment or supplement to such Registration Statement
or prospectus shall not affect the rights of Holder-Underwriters under Section
7(a) hereof;
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(k) At
the request of any such Holder and to each underwriter, if any, furnish on the
effective date of the Registration Statement the letter specified in
subparagraph (ii) below, and, on the effective date, or, if the registration
includes an underwritten public offering, at such closing, (i) an opinion, dated
such date, of the counsel representing the Company for the purposes of such
registration, addressed to the Holder or Holders making such request, covering
such matters with respect to any Registration Statement, the prospectus and each
amendment or supplement thereto, proceedings under state and federal securities
laws, other matters relating to the Company, the securities being registered and
the offer and sale of such securities as are customarily the subject of the
opinions of issuer’s counsel provided to underwriters in underwritten public
offerings, and (ii) a letter dated each such date, from the independent
certified public accountants of the Company, addressed to the underwriters, if
any, and to the Holder or Holders making such request, stating that they are
independent certified public accountants within the meaning of the Act and that
in the opinion of such accountants the financial statements and other financial
data of the Company included in the Registration Statement or the prospectus or
any amendment or supplement thereto comply in all material respects with the
applicable accounting requirements of the Act, and additionally covering such
other financial matters, including information as to the period ending not more
than five (5) business days prior to the date of such letter with respect to
such Registration Statement and prospectus, as the underwriters or such
requesting Holder or Holders may reasonably request;
(l) Refrain
from making any sale or distribution of its equity securities, for the sale of
such securities, during the period commencing seven (7) days prior to, and
expiring 90 days after, the date any registration statement becomes effective
and to obtain from each officer, director, shareholder owning 5% or more of the
Company’s outstanding equity securities a commitment substantially equivalent to
that contained in this Section 5(l) hereof;
(m) Otherwise
use its best efforts to comply with all applicable rules and regulations of the
SEC;
(n) Provide
a transfer agent and registrar (which may be the same entity) for the shares of
the Company ‘s Common Stock;
(o) Issue
to any underwriter to which any Holder may sell shares in such offering
certificates evidencing shares of the Company’s Common Stock; and
(p) List
the Registrable Securities being registered on any national securities exchange
on which any shares of the Company’s Common Stock is listed or, if any shares of
the Company’s common stock are not listed on a national securities exchange,
qualify the Registrable Securities being registered for inclusion on the OTC
Bulletin Board, or a successor quotation system.
(q) Deliver
promptly to each Holder participating in the offering copies of all
correspondence between the SEC and the Company, its counsel or auditors and all
memoranda relating to discussions with the SEC or its staff with respect to any
Registration Statement and permit each Holder and underwriter to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the Registration Statement as it deems reasonably
necessary. Such investigation shall include access to books, and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors.
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6.
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Delay of
Registration
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No Holder
shall have any right to take any action to restrain, enjoin, or otherwise delay
any such registration as the result of any controversy that might arise with
respect to the interpretation or implementation of this Agreement.
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7.
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Indemnification
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In the
event any Registrable Securities are included in a Registration Statement under
this Agreement:
(a) To
the extent permitted by law, the Company will indemnify and hold harmless each
Holder (and, if applicable, each officer, director and/or general partner of
such Holder) of Registrable Securities with respect to which a Registration
Statement has been filed under the Act pursuant to this Agreement, each
underwriter of any of the Registrable Securities included in such Registration
Statement, and each person, if any, who controls any such Holder or underwriter
within the meaning of Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act “) (hereinafter collectively
referred to as the “ Holder-Underwriters”), and to reimburse each such
Holder-Underwriter, with respect to the following:
(i) against
any loss, liability (joint or several), claim, damage and expense arising out of
any misstatement of a material fact or alleged misstatement of a material fact
contained in such Registration Statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
or the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances in which they were made, unless such misstatement of
a material fact or omission was made in reliance upon and in conformity with
written information furnished to the Company by any Holder expressly for use in
connection with such registration; or
(ii) against
any legal or other expenses reasonably incurred by the Holder-Underwriters in
connection with investigating or defending any such loss, claim, damage,
liability, or action provided, however, this Section 7(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability, or action
if such settlement is effected without the written consent of the Company (which
consent shall not be unreasonably withheld).
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In no
case shall the Company be liable under this indemnity agreement with respect to
any loss, liability, claim, damage or expense with respect to any claim made
against any Holder-Underwriter unless the Company shall be notified in writing
or otherwise becomes aware of the nature of the claim within a reasonable time
after such Holder-Underwriter’s knowledge of the assertion thereof, but failure
to so notify the Company shall not relieve the Company from any liability which
it may have otherwise than on account of this indemnity agreement. In case of
any such notice the Company shall be entitled to participate at its expense in
the defense or, if it so elects within a reasonable time after receipt of such
notice, to assume the defense of any suit brought to enforce any such claim; but
if it so elects to assume the defense such defense shall be conducted by counsel
chosen by it and approved by the Holder-Underwriter or Holder-Underwriters and
other defendant or defendants, if any, in any suit so brought, which approval
shall not be unreasonably withheld. In the event that the Company elects to
assume the defense of any suit and retain such counsel and such defense is
diligently pursued the Holder-Underwriter or Holder-Underwriters and other
defendant or defendants, if any, in the suit, shall bear the fees and expenses
of any additional counsel thereafter retained by them other than for the
reasonable cost of monitoring such defense; provided, however, that in the event
of any conflict of interest between the Company and any Holder that requires the
Holder to retain separate counsel, the Company shall bear the fees and expenses
of such separate counsel.
(b) To
the extent permitted by law, each Holder severally will indemnify and hold
harmless the Company, each officer and director of the Company, each person, if
any, who controls the Company within the meaning of Section 15 of the Act, each
underwriter of Registrable Securities included in any Registration Statement
which has been filed under the Act pursuant to this Agreement, each person, if
any, who controls such underwriter within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act, each other Holder, and each person
controlling such other Holder within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act against any loss, liability, claim, damage and
expense described in subparagraphs (a)(i) through (a)(ii), inclusive, of this
Section 7, but only with respect to and to the extent such loss, liability,
claim, damage or expense arises out of or is caused by a misstatement of a
material fact or omission or alleged misstatement of a material fact or omission
made in such Registration Statement, preliminary prospectus, final prospectus,
or any amendment or supplement thereto in reliance upon and in conformity with
written information furnished to the Company by such Holder expressly for use in
connection with such registration; provided, however, that the obligations of
each such Holder hereunder shall be limited to an amount equal to the net
proceeds to such Holder of Registrable Securities sold as contemplated herein.
In case any action shall be brought against the Company or any person so
indemnified pursuant to the provisions of this subparagraph (b) and in respect
of which indemnity may be sought against any Holder, the Holders from whom
indemnity is sought shall have the rights and duties given to the Company, and
the Company and the other persons so indemnified shall have the rights and
duties given to the persons entitled to indemnification by the provisions of
subparagraph (a) of this Section 7.
(c) No
indemnifying party in the defense of any such claim or litigation, shall, except
with the consent of each indemnified party (which consent shall not be
unreasonably withheld), consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.
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(d) If
for any reason the foregoing indemnity is unavailable, or is insufficient to
hold harmless, an indemnified party, then the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities or expenses (i) in such proportion as
is appropriate to reflect the relative benefits received by the indemnifying
party on the one hand and the indemnified party on the other or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law or
provides a lesser sum to the indemnified party than the amount hereinafter
calculated, in such pro-portion as is appropriate to reflect not only the
relative benefits received by the indemnifying party on the one hand (taking
into consideration the fact that the provision of the registration rights
hereinafter is a material inducement to the Holders to purchase the shares of
Common Stock under the Asset Purchase Agreement) and the indemnified party on
the other but also the relative fault of the indemnifying party and the
indemnified party as well as any other relevant equitable considerations.
Notwithstanding the foregoing, no Holder shall be required to pay, whether by
indemnification or contribution, an aggregate amount in excess of the net
proceeds received by such Holder in the Sale of Registrable Securities
hereunder. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
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8.
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Information by
Holder
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The
Holder or Holders of Registrable Securities included in any registration shall
furnish to the Company such information regarding such Holder or Holders and the
distribution proposed by such Holder or Holders as the Company may reasonably
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
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9.
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Rule 144
Reporting
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With a
view to making available to the Holders the benefits of Rule 144, as it may be
amended from time to time, any future similar rules or regulations of the SEC
which may permit the sale of the Registrable Securities to the public without
registration or a simplified form of registration statement, the Company agrees
to use its best efforts at all times to:
(a) Make
and keep public information available, as those terms are understood and defined
in SEC Rule 144;
(b) File
with the SEC in a timely manner all reports and other documents required of the
Company under the Exchange Act;
(c) Furnish
to each Holder, so long as it holds any Registrable Securities, forthwith upon
its request (i) a written statement by the Company as to its compliance with the
public information requirements of said Rule 144 and the reporting requirements
of the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of the Company, and (iii) such other reports and documents as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC permitting
the sale of any such securities without registration.
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10.
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Transfer of
Registration Rights
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The
rights to cause the Company to register securities granted by the Company under
this Agreement may be assigned by any holder of Registrable Securities to a
transferee or assignee of Registrable Securities in a transaction other than a
distribution to the public; provided that the Company is given written notice by
such holder of Registrable Securities at the time of or within a reasonable time
after said transfer, stating the name and address of said transferee or assignee
and identifying the securities with respect to which such registration rights
are being assigned.
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11.
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Entire
Agreement
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This
Agreement, the Asset Purchase Agreement and the agreements entered into in
connection therewith, constitutes the entire agreement among the parties as to
the subject matter hereof. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any third party any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
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12.
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Governing
Law
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This
Agreement shall be governed by and construed under the laws of the State of New
York as those laws are applied by New York courts to agreements among New York
State residents entered into and to be performed entirely within the State of
New York.
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13.
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Counterparts
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This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
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14.
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Title and
Subtitles
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The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
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15.
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Notices
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Any
notice required or permitted under this Agreement shall be given in writing and
shall be (i) hand delivered, (ii) sent by a nationally recognized overnight
courier for next business day delivery or (iii) sent by telephone facsimile
transmission (with prompt oral confirmation of receipt) as
follows
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If to
Company:
Internet Media Services,
Inc.
0000 Xxxxxxx Xxx, Xxxxx
000
Xxxxxx xxx Xxx, Xxxxxxxxxx
00000
Attention: Xxxxxxx
Xxxxxx
Telecopy No.: (000)
000-0000
with a copy to:
Law Office of Xxxx X.
Agron
0000 XXX Xxxxxxx, Xxxxx
000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx
00000
Attention: Xxxx
X. Agron
Telecopy No.: (000)
000-0000
If to
DSS:
Document Security Systems,
Inc.
00 Xxxx Xxxx Xxxxxx, Xxxxx
0000
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx
Xxxxx, Chief Executive Officer
Telecopy
No.: (000) 000-0000
with a copy to:
Xxxxx Xxxxxx Xxxxxx LLP
000 Xxxxxxxxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx,
Esq.
Telecopy No.: (000)
000-0000
or at
such other address as such party may designate by five days’ advance written
notice to the other party. The date of giving of any such notice shall be the
date of hand delivery, the business day sent by telephone facsimile, and the day
after delivery to the overnight courier service.
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16.
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Amendments and
Waivers
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This
Agreement may be amended, and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively
or prospectively), with the written consent of (i) the Company and (ii) the
Holders of at least 51% of the then outstanding Registrable Securities; provided
that no such amendment or waiver of any term of this Agreement shall affect any
outstanding Registrable Securities on a disproportionate basis without the
specific written consent of each Holder affected thereby. Any amendment or
waiver effected in accordance with this paragraph (including any agreement which
fully restates the subject matter hereof and is intended to supersede the
provisions of this Agreement in its entirety and render this Agreement of no
further force or effect) shall be binding upon each holder of any securities
subject to this Agreement at the time outstanding (including securities into
which such securities are convertible), each future holder of all such
securities, and the Company.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
INTERNET
MEDIA SERVICES, INC.
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By:
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/s/ Xxxxxxx Xxxxxx
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Xxxxxxx
Xxxxxx
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President
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DOCUMENT
SECURITY SYSTEMS, INC.
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By:
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/s/ Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx
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President
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