EXHIBIT 10.20
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of _________
___, 2003, between Document Security Systems, Inc., a New York corporation (the
"Company"), and IDT Venture Capital Corporation, a Delaware corporation (the
"Investor").
WHEREAS, the Investor desires to purchase shares of common stock, par
value $0.02 per share, of the Company (the "Common Stock"), and the Company
desires to issue and sell shares of Common Stock to the Investor, upon the terms
and subject to the conditions set forth in this Agreement; and
WHEREAS, the Investor desires to purchase a warrant to acquire shares
of Common Stock attached hereto as Exhibit A (the "Warrant"), and the Company
desires to issue and sell the Warrant to the Investor, upon the terms and
subject to the conditions set forth in this Agreement.
NOW, THEREFORE, the Company and the Investor hereby agree as follows:
Section 1. Sale and Purchase.
1.1 Sale and Purchase of Common Stock and the Warrant; Purchase Price.
The Company hereby agrees to issue and sell, and the Investor hereby agrees to
purchase from the Company, 100,000 shares of Common Stock (the "Shares") and the
Warrant (together with the Shares, the "Investor Securities") for an aggregate
purchase price consisting of certain legal and other expenses which have been
incurred by the Investor, its parent, IDT Corporation ("IDT"), and/or any
affiliates (within the meaning of Rule 405 of the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"))
of IDT on behalf of the Company (the "Purchase Price"). The Company hereby
acknowledges receipt of (and the adequacy and sufficiency of) the Purchase
Price.
1.2 Issuance of the Shares and the Warrant. Simultaneously herewith,
the Company is issuing and delivering to the Investor a share certificate or
certificates representing the Shares and an original executed Warrant, which
certificate or certificates and Warrant shall be registered in the Investor's
name.
Section 2. Representations, Warranties and Acknowledgments of the
Investor. The Investor hereby represents, warrants and acknowledges to the
Company as follows:
2.1 No Registration of Investor Securities. The Investor is aware that
the Investor Securities (and the shares of Common Stock issuable upon exercise
of the Warrant (the "Warrant Shares")) have not been registered under the Act,
that such offer and sale are intended to be exempt from registration under the
Act and the rules promulgated thereunder by the SEC, and that the Investor
Securities (and the Warrant Shares) cannot be offered, sold, assigned,
transferred or otherwise disposed of unless they are subsequently registered
under the Act or an exemption from such registration is available. The Investor
is also aware that sales or transfers of the Investor Securities (and the
Warrant Shares) are further restricted by state securities laws and that the
Warrant and certificates evidencing the Shares will bear appropriate legends
restricting their transfer pursuant to applicable laws.
2.2 Suitability of Investment. (a) The Investor is an "accredited
investor" within the meaning of Rule 501 of Regulation D of the Act as presently
in effect and is acquiring the Investor Securities for its own account, or for
the account of another "accredited investor" who is an affiliate of the
Investor, for investment purposes only and not with a view to the resale or
distribution thereof;
(b) The Investor has such knowledge and experience in financial or
business matters that it can, and it has, adequately analyzed the risks of an
investment in the Investor Securities (and the Warrant Shares) and it has
determined that the Investor Securities (and the Warrant Shares) are a suitable
investment for the Investor and that the Investor is able to bear the economic
risk of a total loss of its investment in the Company; and
(c) The Investor is aware that there are substantial risks incident to
an investment in the Investor Securities (and the Warrant Shares).
2.3 Corporate Authority. The Investor has all requisite corporate power
and authority and has taken all corporate and other action necessary in order to
execute, deliver and perform its obligations under the applicable provisions of
this Agreement. This Agreement is a valid and binding agreement of the Investor,
enforceable against it in accordance with its respective terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
Section 3. Representations, Warranties and Acknowledgments of the
Company. The Company hereby represents, warrants and acknowledges to the
Investor as follows:
3.1 Organization, Good Standing, Qualification and Investment Company.
(a) Each of the Company and its subsidiaries (as defined by Rule 405 under the
Act) (each a "Company Subsidiary") is a corporation duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of
organization and has all requisite corporate or similar power and authority to
own, lease and operate its properties and assets and to carry on its business as
currently conducted. Each of the Company and each Company Subsidiary is duly
qualified to do business and is in good standing as a foreign corporation in
each jurisdiction where the ownership, lease or operation of its assets or
properties or conduct of its business requires such qualification, except where
the failure to be so qualified or in good standing, when taken together with all
other such failures, would not have a Company Material Adverse Effect (as
defined below).
As used in this Agreement, the term "Company Material Adverse Effect"
means a material adverse effect on the condition, properties, prospects, assets,
business or operations of the Company and its subsidiaries taken as a whole.
(b) All of the outstanding shares of capital stock of each Company
Subsidiary beneficially owned by the Company have been validly issued and are
fully paid and nonassessable and are so owned free and clear of any mortgage,
pledge, lien, security interest, claim, restriction, charge or encumbrance of
any kind ("Lien").
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3.2 Corporate Authority. The Company has all requisite corporate power
and authority and has taken all corporate action necessary in order to execute,
deliver and perform its obligations under this Agreement and the Warrant and to
consummate the transactions contemplated hereby and thereby (the
"Transactions"). The Company has duly executed and delivered this Agreement and
the Warrant. Each of this Agreement and the Warrant is a legal, valid and
binding agreement of the Company enforceable against the Company in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
3.3 Capital Structure. (a) The authorized capital stock of the Company
consists solely of 200,000,000 shares of Common Stock, of which 9,309,818 shares
are outstanding. All of the outstanding shares of Common Stock have been duly
authorized and are validly issued, fully paid and nonassessable. The Investor
Securities have been duly authorized and the Shares have been validly issued,
fully paid and nonassessable, and the issuance of the Shares and the Warrant
have not been subject to any preemptive rights or made in violation of any
Applicable Law.
The term "Applicable Law" for purposes of this Agreement means (a) any
foreign, United States Federal, state or local law, statute, rule, regulation,
order, writ, injunction, judgment, decree or permit of any governmental or
regulatory authority, agency, commission, body or other governmental entity or
court ("Governmental Entity") and (b) any rule or listing requirement of any
applicable national stock exchange or association or listing requirement of any
national stock exchange or association or SEC recognized trading market on which
securities issued by the Company are listed or quoted.
(b) Except as set forth in the Company Reports (as defined below),
there are (i) no outstanding options, warrants, agreements, conversion rights,
exchange rights, preemptive rights or other rights (whether contingent or not)
to subscribe for, purchase or acquire any issued or unissued shares of capital
stock of the Company or any Company Subsidiary, (ii) no authorized or
outstanding stock appreciation, phantom stock, profit participation, or similar
rights with respect to the Company or any Company Subsidiary, (iii) no rights,
contracts, commitments or arrangements (contingent or otherwise) obligating the
Company or any Company Subsidiary to either (A) redeem, purchase or otherwise
acquire, or offer to purchase, redeem, or otherwise acquire, any outstanding
shares of, or any outstanding warrants or rights of any kind to acquire any
shares of, or any outstanding securities that are convertible into or
exchangeable for any shares of, capital stock of the Company or (B) pay any
dividend or make any distribution in respect of any shares of, or any
outstanding securities that are convertible or exchangeable for any shares of,
capital stock of the Company, (iv) no agreements or arrangements under which the
Company or any Company Subsidiary is obligated to register the sale of any of
its securities under the Act (except as provided hereunder) and (v) no
restrictions upon, or Contracts (as defined in Section 3.4(a)) or understandings
of the Company or any subsidiary of the Company, or, to the knowledge of the
Company, Contracts or understandings of any other Person, with respect to, the
voting or transfer of any shares of capital stock of the Company or any Company
Subsidiary. Except as set forth in the Company Reports, there are no securities
or instruments containing antidilution or similar provisions that will be
triggered by the consummation of the Transactions. Except as set forth in the
Company Reports, no party has any right of first refusal, right of first offer,
right of co-sale or other similar right regarding the Company's securities. As
used in this Agreement, the term "Person" means any individual, partnership,
corporation, limited liability company, joint venture, association, joint-stock
company trust, unincorporated organization, government or agency or political
subdivision thereof, or other entity.
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(c) The Warrant Shares have been duly authorized and adequately
reserved in contemplation of the exercise of the Warrant, and, when issued and
delivered in accordance with the terms of the Warrant, will be validly issued
and fully paid and nonassessable, and the issuance thereof will not have been
subject to any preemptive rights or made in violation of any Applicable Law.
3.4 No Violation; Consents. (a) Subject to any filings referred to in
Section 3.4(b), the execution, delivery and performance by the Company of this
Agreement and the Warrant and the consummation by the Company of the
Transactions do not and will not, directly or indirectly (with or without
notice, lapse of time or both), contravene any Applicable Law. The execution,
delivery and performance by the Company of this Agreement and the Warrant and
the consummation of the Transactions do not and will not, directly or indirectly
(with or without notice, lapse of time or both), constitute or result in (i) a
breach or violation of, or a default under, the acceleration of any obligations,
any party obtaining the right to exercise any remedy under, or the creation of a
Lien on or with respect to any assets owned or used by the Company or any
Company Subsidiary pursuant to, any agreement, lease, license, contract, note,
mortgage, indenture, arrangement or other obligation ("Contracts") to which the
Company or any Company Subsidiary is a party or by which the Company or any
Company Subsidiary is bound or to which any of their respective assets is
subject or any law or governmental or non-governmental permit or license to
which the Company or any Company Subsidiary is subject, (ii) any change in the
rights or obligations of any party under any of such Contracts or (iii) a breach
or violation of, or a default under, the certificate of incorporation or by-laws
of the Company or any Company Subsidiary currently in effect or any resolution
adopted by the board of directors or the stockholders of the Company or any
Company Subsidiary.
(b) Except for applicable filings, if any, required by applicable
federal and state securities laws, which, in each case, are not required to be
made on or prior to the date hereof (and which shall be made in a timely manner
by the Company), no consent, authorization or order of, or filing or
registration with, any Governmental Entity or other Person is required to be
obtained or made by the Company or the Company Subsidiaries for the execution
and delivery of this Agreement or the Warrant or the consummation by the Company
of the Transactions.
3.5 Company Reports; Financial Statements. (a) The Company has filed
all reports, registration statements and other filings, together with any
amendments or supplements required to be made with respect thereto, that it has
been required to file with the SEC under the Act and the Securities Exchange Act
of 1934, as amended (the "1934 Act"). As of the respective dates of their filing
with the SEC (and, with respect to registration statements, as of their
respective effective dates), the Company Reports complied in all respects with
the applicable provisions of the Act and the 1934 Act and the rules and
regulations of the SEC thereunder and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in the light of the circumstances
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under which they were made, not misleading. All reports, registration statements
and other filings filed by the Company with the SEC since January 1, 2002
(including exhibits and any amendments thereto and documents incorporated by
reference therein) are referred to in this Agreement as the "Company Reports."
(b) Each of the consolidated balance sheets included in or incorporated
by reference into the Company Reports (including the related notes and
schedules) fairly presents the consolidated financial position of the Company
and its subsidiaries as of the date of such balance sheet and each of the
consolidated statements of income, changes in stockholders' equity, and cash
flows included in or incorporated by reference into the Company Reports
(including any related notes and schedules) fairly presents the results of
operations, cash flows, and changes in stockholders' equity, as the case may be,
of the Company and its subsidiaries for the periods set forth in such statements
(subject, in the case of unaudited statements, to notes and normal and recurring
year-end audit adjustments that are not and will not be material in amount or
effect), all in accordance with generally accepted accounting principles
consistently applied during the periods involved ("GAAP"), and in each case, has
been prepared in accordance with GAAP, except as may be noted therein, and in
compliance in all respects with the rules and regulations of the SEC.
3.6 Absence of Certain Changes. Except as disclosed in the Company
Reports filed and publicly available prior to the date hereof, since June 30,
2003, there has not been any event or occurrence or any change in the financial
condition, properties, prospects, business or results of operations of the
Company that has had or may result in a Company Material Adverse Effect.
3.7 Compliance with Laws. Except as set forth in the Company Reports
filed and publicly available prior to the date hereof, the business of the
Company has not been, and is not being, conducted in violation of any Federal,
state, local or foreign law, statute, ordinance, rule, regulation, judgment,
order, injunction, decree, arbitration award, agency requirement, license or
permit of any Governmental Entity, except for violations or possible violations
that, individually or in the aggregate, would not be reasonably expected to have
a Company Material Adverse Effect or prevent or materially burden or materially
impair the ability of the Company to consummate the Transactions. Except as set
forth in the Company Reports filed and publicly available prior to the date
hereof, no investigation or review by any Governmental Entity with respect to
the Company or the Company Subsidiaries is pending or, to the knowledge of the
executive officers of the Company, threatened, nor has any Governmental Entity
indicated an intention to conduct the same, except for those the outcome of
which are not, individually or in the aggregate, reasonably likely to have a
Company Material Adverse Effect or prevent or materially burden or materially
impair the ability of the Company to consummate the Transactions.
3.8 Private Offering. Based, in part, on the Investor's representations
in Section 2, the offer and sale of the Investor Securities (and the Warrant
Shares) are exempt from the registration and prospectus delivery requirements of
the Act. Neither the Company, nor anyone acting on behalf of it, has offered or
sold or will offer or sell any securities, or has taken or will take any other
action (including, without limitation, any offering of any securities of the
Company under circumstances that would require, under the Act, the integration
of such offering with the offering and sale of the Investor Securities (or the
Warrant Shares)), that would subject the issuance of the Investor Securities (or
the Warrant Shares) to the registration provisions of the Act.
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3.9 Litigation. Except as disclosed in the Company Reports filed and
publicly available prior to the date hereof, there are not any (a) outstanding
judgments against or affecting the Company or any of the Company Subsidiaries or
(b) Proceedings pending or, to the knowledge of the Company, threatened against
or affecting the Company or any of the Company Subsidiaries that (i) in any
manner challenge or seek to prevent, enjoin, alter or materially delay the
Transactions or (ii) if resolved adversely to the Company or any Company
Subsidiary, would have, individually or in the aggregate, a Company Material
Adverse Effect.
For purposes of this Agreement, "Proceeding" means any action,
arbitration, audit, hearing, investigation, litigation or suit (whether civil,
criminal, administrative, investigative or informal).
3.10 Permits and Licenses. The Company and the Company Subsidiaries
have obtained all governmental permits, licenses, franchises and authorizations
required for the Company and its subsidiaries to conduct their respective
businesses as currently conducted, except for those the failure of which to be
obtained would not have a Material Adverse Effect.
3.11 Intellectual Property, etc. The Company and the Company
Subsidiaries have taken all reasonable efforts to ensure that they have, and
have no reason to believe that they do not have, all right, title and interest
in, or a valid and binding license to use, all Company Intellectual Property (as
defined below). The Company and the Company Subsidiaries (i) have not defaulted
in any material respect under any license to use any Company Intellectual
Property, (ii) are not the subject of any Proceeding for infringement of any
third party intellectual property, (iii) have no knowledge of circumstances that
would be reasonably expected to give rise to any such Proceeding and (iv) have
no knowledge of circumstances that are causing or would be reasonably expected
to cause the loss or impairment of any Company Intellectual Property, other than
a default, Proceeding, loss or impairment that is not having or would not be
reasonably expected to have, individually or in the aggregate, a Company
Material Adverse Effect
For purposes of this Agreement, "Company Intellectual Property" means
patents and patent rights, trademarks and trademark rights, tradenames and
tradename rights, service marks and service mark rights, copyrights and
copyright rights, trade secret and trade secret rights, and other intellectual
property rights, and all pending applications for and registrations of any of
the foregoing that are used in the conduct of the business of the Company or the
Company Subsidiaries as presently conducted.
Section 4. Registration Rights. If at any time the Company proposes to
file a registration statement under the Act with respect to a public offering of
shares of Common Stock (which, for purposes of this Section 4, shall be deemed
to include any stock into which Common Stock shall have been changed or any
stock resulting from any combination of shares, recapitalization,
reorganization, merger, consolidation, sale of assets or reclassification) for
its own account (other than a registration statement (i) on Form S-8 or any
successor form thereto, (ii) filed solely in connection with a dividend
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reinvestment plan or employee benefit plan covering officers or directors of the
Company or its affiliates (within the meaning of Rule 405 of the SEC under the
Act) or (iii) on Form S-4 or any successor form thereto, in connection with a
merger, acquisition, exchange offer or similar corporate transaction) or for the
account of any holder of shares of Common Stock, then the Company shall give
written notice of such proposed filing to the Investor (and IDT) at least forty
(40) days before the anticipated filing date. Such notice shall offer the
Investor the opportunity to register all or any portion of the Shares and the
Warrant Shares (collectively, with any other securities issued and issuable with
respect to any such Shares or Warrant Shares by way of a stock dividend, stock
distribution or stock split or in connection with a combination of shares,
recapitalization, reorganization, merger, consolidation, sale of assets or
reclassification, the "Registrable Shares") as they may request (a "Piggyback
Registration"). The Company shall include in each such Piggyback Registration
all Registrable Shares with respect to which the Company has received a written
request for inclusion therein within thirty (30) days after such notice has been
given to the Investor (and IDT). The Investor shall be permitted to withdraw all
or any portion of the Registrable Shares from a Piggyback Registration at any
time prior to the effective date of such Piggyback Registration. The Investor
shall be entitled to an unlimited number of Piggyback Registrations. The Company
shall permit the Investor to include all the Registrable Shares on the same
terms and conditions as any similar securities, if any, of the Company included
therein. The registration rights set forth in this Section 4 are transferable to
any transferee or purchaser of the Registrable Shares and/or the Warrant.
Section 5. Transfer Limitations: 1933 Act Legend.
5.1 Unless sold pursuant to an effective registration statement, each
certificate representing the Shares shall bear a legend substantially in the
following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL SUCH SHARES ARE REGISTERED UNDER THE ACT OR, EXCEPT AS OTHERWISE
PERMITTED PURSUANT TO RULE 144 UNDER THE ACT OR ANOTHER EXEMPTION FROM
REGISTRATION UNDER THE ACT."
5.2 The foregoing legend shall be removed from the certificates
representing any shares of Common Stock, at the request of the holder thereof,
at such time as (i) they are sold pursuant to an effective registration
statement, (ii) they become eligible for resale pursuant to Rule 144(k) or
another provision of Rule 144 of the Act pursuant to which all or a portion of
the Shares could be sold in a single transaction or (iii) an opinion of counsel
is obtained to the effect that the proposed transfer is exempt from the Act.
Section 6. Miscellaneous.
6.1 Survival of Representations, Warranties and Covenants. All
representations, warranties, covenants and obligations in this Agreement shall
survive indefinitely.
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6.2 Successors and Assigns. This Agreement may not be assigned by the
Investor or the Company without the prior written consent of the other party
hereto and any attempted or purported assignment shall be void; provided,
however, that the Investor may, without the written consent of the Company,
assign its rights and obligations hereunder to any of its affiliates (within the
meaning of Rule 405 of the SEC under the Act). Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties
hereto or their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
6.3 Governing Law; Submission to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York, without giving effect to the conflicts of laws principles thereof.
Each of the Company and the Investor hereby submits to the exclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in New York City for purposes
of all legal proceedings arising out of or relating to this Agreement and the
transactions contemplated hereby. Each of the Company and the Investor
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.
6.4 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and all of which together shall be deemed
to constitute one and the same instrument.
6.5 Captions and Headings. The captions and headings used in this
Agreement are for convenience only and are not to be considered in construing or
interpreting this Agreement.
6.6 Notices. Unless otherwise provided, any notice or other
communication required or permitted to be given or effected under this Agreement
shall be in writing and shall be deemed effective upon personal delivery to the
party to be notified or one business day after deposit with an internationally
recognized courier service, delivery fees prepaid, or three business days after
the deposit with the U.S. mail, return receipt requested, postage prepaid, and
in each case, addressed to the party to be notified at the following respective
addresses, or at such other addresses as may be designated by written notice;
provided that any notice of change of address shall be deemed effective only
upon receipt:
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If to the Company, to it at:
36 West Main Street
Suite 710
Rochester, New York 14614
Attn: Chief Executive Officer
If to the Investor, to it at:
520 Broad Street
Newark, New Jersey 07102
Attn: Chief Executive Officer
with copies to:
IDT Corporation
520 Broad Street
Newark, New Jersey 07102
Attn: Chief Executive Officer
and
McDermott, Will & Emery
50 Rockefeller Plaza
New York, New York 10020-1605
Attn: Mark S. Selinger, Esq.
6.7 Amendments and Waivers. All terms of 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), only
with the written consent of each of the Company and the Investor. Any amendment
or waiver effected in accordance with this Section 6.7 shall be binding upon all
of the parties to this Agreement.
6.8 Severability. If one or more provisions of this Agreement are held
to be invalid or unenforceable under applicable law, such provisions shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provisions were so excluded and shall be valid and
enforceable in accordance with its terms. Any provision of this Agreement held
invalid or unenforceable only in part or degree will remain valid and
enforceable to the extent not held invalid or unenforceable.
6.9 Entire Agreement. This Agreement and the Warrant (and the schedules
and exhibits hereto and thereto, if any) constitute the entire agreement among
the parties with respect to the subject matter hereof and thereof and supersede
all prior agreements, understandings and discussions between them.
6.10 Specific Enforcement. The parties hereto agree that irreparable
harm would occur in the event that any of the provisions of this Agreement were
not performed in accordance with its specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof, this being in addition to any other remedy to
which they are entitled at law or in equity.
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6.11 Expenses. All costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
6.12 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. THIS SECTION 6.12 HAS BEEN FULLY DISCUSSED BY EACH OF THE
PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH
PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT
OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL
(WITHOUT A JURY) BY THE COURT.
6.13 The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents and (c) to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Agreement
and any other documents referred to in this Agreement.
[Signatures on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DOCUMENT SECURITY SYSTEMS, INC.
By:__________________________________
Name:
Title:
IDT VENTURE CAPITAL CORPORATION
By:__________________________________
Name:
Title:
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Exhibit A
Common Stock Purchase Warrant