EXHIBIT A


 


[FORM OF]


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This Assignment and Assumption
Agreement (this “Assignment and Assumption Agreement”) is dated as of the Effective Date set forth below and
is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this
Assignment and Assumption Agreement and not otherwise defined herein have the meanings specified in the Investment Agreement dated
as of February 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”),
between DSS Technology Management, Inc., a Delaware corporation (the “Company”), Document Security Systems,
Inc., each of the Investors party thereto and Fortress Credit Co LLC, as collateral agent (the “Collateral Agent”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made
a part of this Assignment and Assumption Agreement as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Agreement, as of the Effective Date inserted
by the Collateral Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as an Investor
under the Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the Agreement and (ii) to the extent permitted
to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as
an Investor) against any Person, whether known or unknown, arising under or in connection with the Agreement, any other documents
or instruments delivered pursuant thereto or the transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations
sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption
Agreement, without representation or warranty by the Assignor.


 


		1.	Assignor (the “Assignor”): [NAME]



 


		2.	Assignee (the “Assignee”): [NAME]



 


		3.	Company: DSS Technology Management, Inc.



 


		4.	Collateral Agent: Fortress Credit Co LLC



 


		5.	Assigned Interest:



 






    	 



    	 



    

 


	Percentage of Advances Assigned1
	%
	%
	%





 


Effective Date: __________________, 20[ ] [TO BE INSERTED BY
THE COLLATERAL AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


 






1 Set forth, to at least 8 decimals, as a percentage
of the aggregate Advances made under the Agreement.





 




    	 



    	 



    

 


The terms set forth in
this Assignment and Assumption Agreement are hereby agreed to:


 


	 	[NAME OF ASSIGNOR], as Assignor	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	[NAME OF ASSIGNEE], as Assignee	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


  




    	 



    	 



    

 


STANDARD TERMS AND CONDITIONS FOR

         ASSIGNMENT AND ASSUMPTION AGREEMENT2         


 


1.       Representations and
Warranties. Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby; and (b) assumes
no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the
Agreement or any other Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of
the Documents or any collateral thereunder, (iii) the financial condition of the Company or any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Document or (iv) the performance or observance by the Company
or any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Document.


 


1.2.        Assignee. The Assignee (a)
represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become an Investor under the
Agreement, (ii) it satisfies the requirements, if any, specified in the Agreement that are required to be satisfied by it in order
to acquire the Assigned Interest and become an Investor, (iii) from and after the Effective Date, it shall be bound by the provisions
of the Agreement as an Investor thereunder and, to the extent of the Assigned Interest, shall have the obligations of an Investor
thereunder and (iv) it has received a copy of the Agreement and has received or has been accorded the opportunity to receive copies
of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Collateral Agent or any other Investor; and (b) agrees that (i) it will, independently
and without reliance on the Assignor, the Collateral Agent or any other Investor, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Documents are required
to be performed by it as an Investor.


 


2.       Payments. From and after the
Effective Date, the Company shall make all payments in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee
for amounts which have accrued from and after the Effective Date.


 


 






2
Capitalized terms used in this Assignment and Assumption Agreement and not otherwise defined herein have the meanings specified
in the Investment Agreement dated as of February 12, 2014 (as amended, restated, supplemented or otherwise modified from time to
time, the “Agreement”), between DSS Technology Management, Inc., a Delaware corporation (the “Company”),
Document Security Systems, Inc., each of the Investors party thereto and Fortress Credit Co LLC, as collateral agent (the “Collateral
Agent”).


 


 




    	 



    	 



    

  


3.       General Provisions. This Assignment
and Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted by the Agreement. This Assignment and Assumption 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. Delivery by telecopier,
..pdf or other electronic imaging means of an executed counterpart of a signature page to this Assignment and Assumption Agreement
shall be effective as delivery of an original executed counterpart of this Assignment and Assumption Agreement. This Assignment
and Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of New York.