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 COVERING 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 _______, 2010, 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.
(a) Deliveries Upon
Signing. Simultaneous with the execution of this Subscription
Agreement, Subscriber shall execute and deliver to the Company:
(i) an
Investor Questionnaire substantially in the form of Exhibit B hereto (the
“Investor
Questionnaire”); and
(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 in an amount equal to such Subscriber’s Investment
Amount. For purposes of this Agreement, “Payment” shall mean
Subscriber’s implementation of such wire transfer or receipt by the Escrow Agent
of the check. Subscriber funds 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).
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Wire
Instructions:
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Payment
by Check:
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Acct
Name: Signature Bank as Escrow Agent for Document Security Systems,
Inc
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Check
Payable to: “Signature Bank as Escrow Agent for Document Security
Systems, Inc
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Signature
Bank
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Acct
#: 1501297506
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ABA/Routing
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SWIFT
Code: ▇▇▇▇▇▇▇▇
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Attn:
PCG# 311
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RE: Private
Placement (Subscriber’s Name)
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RE: Private
Placement (Subscriber’s Name)
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(c) Delivery
Instructions. The Subscription Agreement, Investor
Questionnaire, and the notification of wire transfer, check, bank draft or money
order for the full purchase price of the Units subscribed for, should be
returned or delivered as soon as possible to the Placement Agent at the address
below. Incomplete documents will be returned to subscribers for
completion. If you have any questions about completion of the subscription
documents, please contact ▇▇▇▇▇▇ ▇▇▇▇▇, Chief Financial Officer of Document
Security Systems, Inc at (▇▇▇) ▇▇▇-▇▇▇▇.
Aegis Capital Corp.
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▇▇▇▇▇
▇▇▇ ▇▇▇▇,
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Attn: ▇▇▇▇▇▇ ▇▇▇▇
(d) Closing. 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 receiving executed Subscription
Documents and payment of the Investment Amount.
(e) Trigger for Return of Investment
Amount. If by July 31, 2010, the Company has failed to obtain
executed Subscription Agreements with an aggregate Investment Amount of at least
$750,000, 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(e), 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.
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3. The
Offering.
This
Subscription Agreement is delivered in connection with the offering of up to 16
Units (the “Units”) of Company securities. Each Unit consists of (i) 25,862
Shares of common stock, par value $.02 per share (“Common Stock”); and (ii)
Series D Common Stock Purchase Warrants (“Series D Warrants” or “Warrants”) to
purchase 5,172 shares of Common Stock at an exercise price of $3.75 per share,
subject to adjustment in certain circumstances.
Subscriber
understands that the details of the offering (the “Offering”) are set forth in
the Private Offering Memorandum, (Exhibit A) as may be amended or supplemented
from time to time. The Offering will terminate on, or prior to, July 31, 2010,
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 received
by the Company, 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, as may be amended or supplemented from time to
time, 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.
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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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, 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 a
placement agent retained by the Company, 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 a
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.
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6. Indemnification by
Subscriber.
Subscriber
hereby agrees to indemnify and hold harmless the Company, its Affiliates, the
Company’s Counsel, 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.
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.
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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:
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Document
Security Systems, Inc.
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Attn: Chief
Executive Officer
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Facsimile
No: (▇▇▇)
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To
Subscriber:
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at
the address set forth on the signature
page
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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.
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(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.
(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]
9
SIGNATURE
PAGE FOR:
INDIVIDUAL
INVESTOR
IN
WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of
the date set forth below:
|
Signature:
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Signature:
(if purchased jointly)
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Print
Name:
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Print
Name:
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Date:
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Date:
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Social
Security #:
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Social
Security #:
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Residential
Address:
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Residential
Address:
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Telephone
#:
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Telephone
#:
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Fax
#:
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Fax
#:
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Email:
#:
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Email:
#:
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Exact
Name in which Securities are to be issued:
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Investment
Amount:
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$ |
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Form
of Joint Ownership (if applicable)
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o JTTEN o
JTWROS o
JTTIC o
OTHER:
__________________
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10
SIGNATURE
PAGE FOR:
PARTNERSHIP,
CORPORATION, LIMTED LIABILITY CORPORATION OR TRUST
IN
WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of
the date set forth below:
| By: |
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| Name: |
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Fed
Tax #:
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| Title: |
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State
of Organization:
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| Date: |
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Principal
Business Address:
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| Telephone #: |
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| Fax #: |
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| Email: #: |
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Exact
Name in which Securities are to be issued:
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Investment
Amount:
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$ |
11
SIGNATURE
PAGE FOR:
SUBSCRIPTION
AGREEMENT ACCEPTANCE
Accepted and Agreed
to:
DOCUMENT
SECURITY SYSTEMS, INC.
| By: | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: | Chief Executive Officer | ||
| Date: | |||
| Recipient: | |||
| Investment Amount: | $ | ||
12
EXHIBIT
A
PRIVATE
OFFERING MEMORANDUM
EXHIBIT
B
INVESTOR
QUESTIONNIARE