Exhibit
10.30


 


Portions
of this exhibit marked [*] are requested to be treated confidentially.


 


PROCEEDS
INVESTMENT AGREEMENT


 


Dated
as of November 14, 2016


 


by
and between 


 


DOCUMENT
SECURITY SYSTEMS, INC.


 


and



 


BRICKELL
KEY INVESTMENTS LP


 






    	 



    	 



    







 


This
PROCEEDS INVESTMENT AGREEMENT, dated as of November 14, 2016 (this “Agreement”), between:


 


	●	Document
Security Systems, Inc., a New York corporation
with its principal place of business at 200 Canal View Blvd., Suite 300, Rochester, New York 14623 (“DSS”); and
	 	 
	●	Brickell
    key investments lp, a Delaware limited
    partnership, with its principal place of business at 11 New Street, St. Peter Port, Guernsey GY1 2PF (“INVESTOR”)


 


(each
of DSS and INVESTOR is referred to herein individually, as a “Party” and, collectively, as the “Parties”).
References made herein to “DSS” shall be limited to and interpreted to mean the parent company only, unless specifically
stated otherwise.


 


Preamble


 


A.
DSS is seeking $13,500,000.00 (the “Commitment”) to acquire the patent assets defined hereunder and set forth
in Schedule A (the “Patent Assets”), to fund predetermined assertion programs originating from certain of those Patent
Assets, and for Working Capital;


 


B.
INVESTOR invests directly and indirectly in claims, disputes, and litigation and arbitration claims;


 


C.
INVESTOR is prepared to make the Investment (as hereinafter defined) and, in consideration therefore, DSS is prepared to assign
to INVESTOR the Patent Assets Proceeds (as hereinafter defined) subject to the terms and conditions set forth herein.


 


D.
The Parties do not intend to waive any attorney-client
privilege or any immunities from discoverability of attorney work product or other privileged materials or communications. The
Parties believe they have common interests in the pursuit of the Claims.


 


NOW
THEREFORE, for good and valuable consideration, it is agreed as follows:


 


1.
DEFINITIONS AND INTERPRETATION


 


1.1
Definitions. In this Agreement the following terms shall have the meanings given below:


 


“Additional
Return” has the meaning set forth in Section 3.3(a)(ii).


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control
with such Person.


 


“Applicable
Period” means the period starting on the date hereof and ending on November 30, 2031.


 


“Assigned
Rights” has the meaning set forth in Section 3.1.


 


“Attorney
Engagement Agreement” means the Engagement Agreement between an Attorney and DSS related to the Claims.


 






    	1



    	 



    

 


“Attorneys”
means Russ August & Kabat, located in Los Angeles, CA.


 


“Authorization”
means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration.


 


“Authorized”
means authorized by any and all action or Authorization required to make the action contemplated thereby legally binding on a
Party.


 


“Business
Day” means any day, excluding Saturday, Sunday, any day which is a legal holiday in New York, New York or a day on which
banking institutions in such jurisdiction is authorized or required by law or other governmental action to close.


 


“Claims
Costs and Expenses” as used in this Agreement means costs, expenses and disbursements directly related to the Claims,
including (without limitation) costs or expenses incurred in the negotiation and drafting of this Agreement, that are (i) validly
incurred by DSS or paid or due and payable to third parties including Attorneys; (ii) documented by receipts and invoices paid
by DSS or submitted to DSS in connection with the Claims; or (iii) incurred by an Attorney on behalf of DSS pursuant to an Attorney
Engagement Agreement. Claims Costs and Expenses shall not include any internal costs or expenses of DSS, including but not limited
to overhead or operating costs or expenses of it or its employees, but shall include only costs and expenses incurred by DSS and/or
third parties (including travel and lodging expenses of DSS employees) in connection with prosecuting, enforcing or defending
the Claims, such as (A) the fees and expenses of consultants, damages experts, other experts or technical advisors, and fact witnesses,
or such fees and expenses paid directly by DSS, (B) travel and lodging expenses of third parties involved in the Claims, such
as witnesses and experts, for purposes of holding Claims meetings, the preparation of witness statements and expert reports, attending
legal proceedings relating to the Claims, and the like, and (C) duplicating, secretarial, stenographer, courier, translation,
outsourced legal research, and similar services provided by Persons other than DSS.


 


“Claims”
means the cases and claims originating from predetermined assertion programs involving certain of the Patent Assets referenced
in Schedule A to be asserted by DSS, or any of its Affiliates or by special purpose vehicle(s) against alleged infringers including,
but not limited to, any and all related, remanded, appellate or future claims, cases, arbitrations or proceedings arising from
or seeking similar recoveries or remedies.


 


“Claims
Proceeds Account” means the attorney escrow account in the name of DSS under the control of Russ August & Kabat
designated for the purposes of receiving and holding the Patent Assets Proceeds pursuant to Section 3.2 and to be operated in
accordance with such section.


 


“Closing”
means the closing of the transactions contemplated hereby pursuant to Section 5.2.


 






    	2



    	 



    







 


“Closing
Date” means the date on which each of the conditions set forth in Sections 5.1 and 5.2 of this Agreement is satisfied
or waived by the applicable Party.


 


“Commitment”
has the meaning set forth in Preamble A.


 


“Corrupt
Practices Policies and Procedures” has the meaning set forth in Section 6.1(i).


 


“Default”
means any event or circumstance specified in Section 8 (Events of Default) that would (with the expiration of a grace period or
the giving of notice) become an Event of Default. A Default is “continuing” if it has not been remedied or waived.


 


“Defendant”
means any of the defendants that is the subject of the Claims.


 


“Disputes”
has the meaning set forth in Section 9.3.


 


“Dollar”
or “$” means United States Dollars.


 


“Funding
Documents” means, collectively, this Agreement, the Perfection Documents, and any other document contemplated by this
Agreement.


 


“INVESTOR”
mean Brickell Key Investments LP, as set forth in the Preamble.


 


“INVESTOR’s
Return” has the meaning set forth in Section 3.3.


 


“Investment”
has the meaning set forth in Section 2.1.


 


“IRR
Return” means an amount that provides INVESTOR with a [*] percent ([*]%) internal rate of return on the Commitment.


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the financial condition,
operations, assets, business or properties of the Party in question or any of its Affiliates, taken as a whole, (b) a material
impairment of the ability of the Party in question to perform any of its obligations under any material provision of any Funding
Document, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Party in
question of any material provision of any Funding Document.


 


“Minimum
Return” has the meaning set forth in Section 3.3(a)(i).


 


“Multiple”
means [*] times ([*]x) the Commitment.


 


“Party”
and “Parties” have the respective meanings set forth in the third introductory paragraph of this Agreement.


 


“Patent
Assets” means those patents and Pending Patent Applications set forth in Schedule A.


 


[*]
Confidential treatment requested; certain information omitted and filed separately with the SEC.


 






    	3



    	 



    







 


“Patent
Assets Proceeds” means any and all monetary recoveries (whether through damages, recoveries, royalties, monies, lump-sum
payments, upfront payments, settlement amounts, distribution of property, cash value of equities, license fees or other revenues
or other assets or amounts) paid by a defendant or defendants or a third-party to DSS or any of its Affiliates, or to an Attorney
on behalf of DSS, or recovered, received or receivable by DSS or any of its Affiliates, or to an Attorney on behalf of DSS, as
a results of or in connection with the Patent Assets, whether by settlement, judgement, order, or any resolutions relating to
or arising from such Patent Assets, plus any interest in connection therewith agreed to in a settlement or awarded in a judgment.


 


“Pending
Patent Applications” means any patent application, U.S. or foreign, that has been filed but not yet issued as a patent,
including but not limited to, any provisional or nonprovisional (utility) application, including any continuations, continuations-in-part,
divisionals, reissues, refilings, PCTs, or equivalent applications.


 


“Perfection
Documents” means those documents required to perfect the security interests provided for in Section 4 of this Agreement
under the laws of New York and all other jurisdictions in which DSS has property or assets including, but not limited, those Perfection
Documents listed in Annex E.


 


“Person”
means any individual, firm, company, corporation, partnership, limited liability company, government, state or agency of a state
or any association, trust, joint venture or consortium (whether or not having separate legal personality).


 


“Realization
Date” means a date on which Patent Assets Proceeds are received by DSS in whole or in part.


 


“Rights”
means, with respect to any Person, such Person’s rights, titles, claims, options, powers, privileges and interests.


 


“Security”
means a mortgage, charge, pledge, lien or other security interest securing any obligation of any Person or any other agreement
or arrangement having a similar effect.


 


“Security
Interest” has the meaning set forth in Section 4.1.


 


“Taxes”
means any foreign, federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising
as a result of or in connection with any amounts or property received or paid under this Agreement, including, without limitation:
(i) any state or local sales or use taxes; (ii) any import, value-added or consumption tax; (iii) any business transfer tax; (iv)
any taxes imposed or based on or with respect to or measured by any net or gross income or receipts of any of the Parties; (v)
any withholding or franchise taxes, taxes on doing business, gross receipts taxes or capital stock or property taxes; or (vi)
any other tax now or hereafter imposed by any governmental or taxing authority on any aspect of this Agreement, the Patent Assets
Proceeds, the Investment or the Assigned Rights, and “pre-Tax” shall mean before the deduction of any of the foregoing.
Taxes shall also include any interest or penalties imposed on or with respect to the foregoing.


 






    	4



    	 



    

 


“Term”
shall mean that period of time from the date of this Agreement through the date that all of DSS’ obligations hereunder have
been satisfied, not to exceed fifteen (15) years; provided however, that notwithstanding the expiration of the Term, DSS’
obligation to pay INVESTOR its share of the Patent Assets Proceeds from Claims instituted during the Term shall survive the Term
until such payment obligation is fully satisfied.


 


“Warrants”
mean those warrants to be issued in conjunction with the Investment substantially in the form attached hereto as Annex F.


 


“Working
Capital” as used herein shall mean moneys received by DSS under this Agreement which may be used by DSS in its discretion
for any and all usual and customary business purposes relating to the parent company (DSS) or any of its Affiliates; provided
that no amounts of the Investment shall be used to pay dividends, extraordinary compensation of DSS’ and / or DSS’
Affiliates’ management, or other profit-sharing arrangements.


 


1.2
Construction. Unless a contrary indication appears, the following shall apply in this Agreement:


 


(a)
A reference to this “Agreement” or to any other agreement or document refers to this Agreement or such other agreement
or document, together with all annexes, exhibits and schedules hereto or thereto and all documents expressly incorporated herein
or therein by reference, and such shall be a reference to this Agreement or such other agreement or document as amended, extended,
modified, novated, restated or supplemented from time to time;


 


(b)
A term used in any other agreement or document referred to herein or in any notice given under or in connection with this Agreement
or any other agreement or document has the same meaning in such other agreement, document or notice as defined in this Agreement;


 


(c)
Article, Section and Exhibit headings are for ease of reference only;


 


(d)
A provision of law is a reference to that provision as amended or re-enacted


 


(e)
A “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the
force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory
or other authority or organization;


 


(f)
A document expressed to be “on the approved terms” means a document, the terms, conditions and form of which have
been agreed by the Parties and a copy of which has been identified as such and initialled by or on behalf of each of the Parties;
and


 


(g)
A reference to Patent Assets Proceeds being “received” by DSS or any of its Affiliates or special purpose vehicles
or the “receipt” by DSS or any of its Affiliates or special purpose vehicles of Patent Asset Proceeds, includes in
each case the relevant amount being paid to or to the order of DSS or any of its Affiliates or special purpose vehicles, or being
set off against or otherwise reducing any obligation of DSS or any of its Affiliates or special purpose vehicles.


 






    	5



    	 



    







 


2.
THE INVESTMENT


 


2.1
Investment. INVESTOR agrees, subject to the terms and conditions of this Agreement, to provide at the Closing the Commitment,
which shall be considered an investment in the Patent Assets Proceeds of the Claims for the Applicable Period (the “Investment”),
in its funding percentage set forth in Annex B. The Investment shall be funded in the amounts and on the dates to the accounts
set forth in Annex C hereto. Any or all of the Investment shall be used solely for the uses set forth in Annex D.


 


2.2
Acknowledgements Regarding the Scope and Nature
of the Investment. The Parties recognize and acknowledge that (i) INVESTOR is, through the Investment, purchasing the Assigned
Rights from DSS and (ii) DSS is selling, assigning and transferring to INVESTOR an ownership interest in the Patent Assets Proceeds
equal to the Assigned Rights. INVESTOR is not acquiring, and does not wish to acquire, ownership of the Claims or Patents. Nothing
in this Agreement or in the course or manner of dealings between the Parties shall be construed to cause any of them to be considered
to be a partnership, have formed a partnership, or be partners, members, agents or co-venturers of any kind pursuant to any applicable
tax or non-tax laws or doctrines. Subject to the “INVESTOR’s Return” and “Payment Priority of Proceeds”
provisions of Sections 3.3 and 3.4 of this Agreement, if any provision of this Agreement is held unenforceable under applicable
commercial law, the Investment shall be deemed to be a limited recourse debt obligation of DSS (secured only by the Claims, Patent
Assets and Patents Assets Proceeds) under Article 9 of the Uniform Commercial Code and for such commercial law purposes and shall
accrue interest at a [*] percent ([*]%) interest rate (or the maximum rate permitted by applicable law, if lower) compounded annually
until paid in full solely from realized Patent Assets Proceeds in accordance with the mandates of Sections 3.3 and 3.4.


 


2.3
Matter Monitoring / Privileges and Immunities Preserved.


 


(a)
DSS agrees to provide to INVESTOR, and DSS agrees to direct Attorneys to provide to INVESTOR, information and documentation sufficient
to monitor developments in the Claims, including without limitation, regular quarterly updates and information about material
matters in the Claims, as outlined in Annex A attached hereto. INVESTOR may, but is not bound to, monitor or verify the application
of any amount disbursed by or on behalf of DSS in respect of Claims Costs and Expenses pursuant to this Agreement, and any such
monitoring shall at all times be in INVESTOR’s discretion. In connection with such monitoring, DSS understands that INVESTOR
may wish to review certain non-privileged information in connection with the Claims, and DSS consents to the providing of such
information by the Attorneys; provided, however, that notwithstanding anything to the contrary contained herein,
or in any other related agreement or document, in no event shall DSS be obligated to disclose any privileged information or information
subject to a judicially determined protective order at any time or for any purpose.


 


(b)
The parties agree that they have a common interest in the subject matter and the outcome of the Claims. All information
provided to INVESTOR hereunder is and shall at all times remain to the fullest extent under applicable law subject to all
applicable privileges and immunities, including the attorney-client privilege, the common interest exception to privilege
waiver doctrines, and the work-product immunity doctrine. No waiver of any such privilege or immunity shall be implied by the
INVESTOR, its Affiliates or their respective representatives receiving, reviewing or examining information provided INVESTOR
hereunder, it being the express intent of the parties to preserve intact to the fullest extent applicable, and not to waive
in whole or in part, any and all privileges and immunities to which such information is, may be or may become subject to in
the future.


 


[*]
Confidential treatment requested; certain information omitted and filed separately with the SEC.


 






    	6



    	 



    

 


2.4
Future Needs. DSS shall not seek alternative or additional funding for the Claims until the entire amount of the Investment
has been used. DSS agrees that INVESTOR shall have the first option, but no obligation, to provide further funding for the Claims
on terms substantially similar to those set forth herein. If INVESTOR does not indicate its intent to make a further investment
in the Claims within thirty (30) days following notice of such request by DSS, then DSS may seek additional funding from other
third parties, provided, however, that any third party providing funding to DSS or any of its Affiliates and Subsidiaries
shall not have any payment priority, interest or security interest or lien on the Patent Assets Proceeds that is prior in rights
to those of INVESTOR hereunder. In addition, DSS hereby grants INVESTOR a thirty (30) day first refusal right to provide additional
financing for the acquisition and / or assertion of additional claims and / or patent assets relating to LED technology including,
but not limited to, foreign assertion programs on terms no less favorable for INVESTOR than those set forth herein.


 


3.
PROCEEDS


 


3.1
Assignment of an Interest in the Patent Assets Proceeds. In consideration for the Investment and subject to the terms of
this Agreement, DSS irrevocably assigns to INVESTOR on each Realization Date its Rights in and to the Patent Assets Proceeds realized
by DSS or any of its Affiliates with respect to Claims completed or initiated during the Applicable Period, in an amount equal
to the Minimum Return and the Additional Return as hereinafter defined (the “Assigned Rights”).


 


3.2
Proceeds Payments to Claims Proceeds Accounts.


 


(a)
Each of DSS, its Affiliates, special purpose vehicles, Attorneys and agents shall deposit directly into a Claims Proceeds Account
all Patent Assets Proceeds until INVESTOR has received its Minimum Return. Thereafter, DSS shall make payments of Patent Assets
Proceeds in accordance with the allocations set forth in Section 3.4. Payments by DSS shall be made via wire transfer to the bank
account(s) designated by the recipients.


 


(b)
DSS, for itself and on behalf of its Attorneys, shall promptly notify INVESTOR of the receipt of Patent Assets Proceeds, and shall
immediately thereafter make prompt payment of all amounts payable to INVESTOR under the terms of this Agreement, which in any
case shall be paid no later than five (5) Business Days after deposit of same into the Claims Proceeds Account. The Parties hereto
and their respective assignees and successors in interest agree that no payments of such Patent Assets Proceeds may be made except
in conformance with this Agreement. DSS hereby (i) irrevocably instructs and will instruct Attorneys to pay Patent Assets Proceeds
in accordance with the terms of this Agreement and (ii) covenants that it will not direct Attorneys to taken any action which
conflicts with such irrevocable instructions.


 






    	7



    	 



    

 


3.3
INVESTOR’S Return. (a) Subject to Section 3.4 below, DSS shall pay INVESTOR, solely from realized Patent Assets Proceeds,
a return (the “INVESTOR’s Return”) equal to sum of:








 


i.
either (A) the Multiple or (B) the IRR Return, whichever is greater (the “Minimum Return”); and


 


ii.
[*] percent ([*]%) of Patent Assets Proceeds net of the Minimum Return (the “Additional Return”);


 


(b)
In addition, and as additional consideration for the Investment, DSS shall issue INVESTOR a warrant to purchase up to 750,000
shares of DSS common stock in accordance with the terms of a Warrant agreement to be executed by DSS on the date hereof.


 


3.4
Payment Priority of Proceeds. INVESTOR shall have priority of payment regarding Patent Assets Proceeds as follows:


 


	 	 	From Patent Assets Proceeds	 
	Until payment in full of the Commitment amount	 	 	[*]	%
	Thereafter, until payment in full of the Minimum Return	 	 	[*]	%
	Thereafter, as Additional Return	 	 	[*]	%



 


4.
SECURITY INTEREST


 


4.1
Security Interest. DSS grants and assigns to INVESTOR a senior security interest in the Claims, the Patent Assets and the
Patent Assets Proceeds (whether now existing or hereafter from time to time arising or acquired pursuant to Section 2.4) in order
to secure payment to INVESTOR of INVESTOR’s Return, and DSS shall execute and deliver to INVESTOR at the Closing, and INVESTOR
may file with necessary filing offices, the Perfection Documents for the purpose of perfecting INVESTOR’s Rights in and
to the Claims, Patent Assets and Patent Assets Proceeds as set forth above, and as notice to third parties that DSS has conveyed
any interest it may have in or to such Claims, Patent Assets and Patent Assets Proceeds (the “Security Interest”).


 


5.
CLOSING


 


5.1
Conditions Precedent to the Investment. INVESTOR shall only be obligated to make the Investment if on the Closing Date:


 


(a)
The representations and warranties of DSS contained in Section 6.1 of this Agreement shall be true and accurate in all material
respects; and


 


(b)
No Default shall have occurred and be continuing or would result from the transactions to be consummated at such time.


 


[*]
Confidential treatment requested; certain information omitted and filed separately with the SEC.


 






    	8



    	 



    







 


5.2
Closing. The obligations of the Parties hereunder shall become effective when and only when each of the following conditions
is satisfied (or waived in writing by the appropriate Party):


 


(a)
DSS shall have authorized in writing the contents and filing of the Perfection Documents; and


 


(b)
DSS shall have demonstrated to INVESTOR that it has contingent arrangements and a budget in place, acceptable to INVESTOR, to
assure that Claims Costs and Expenses for asserting the Claims can be met by DSS either through the Investment, arrangements with
Attorneys or otherwise.



5.3 Delivery of Investment. Subject to the satisfaction of the conditions to Closing set forth in Sections 5.1 and 5.2,
INVESTOR shall deliver the Investment to DSS as set forth in Annex C.


 


6.
REPRESENTATIONS, WARRANTIES AND INVESTMENT-RELATED DISCLOSURES


 


6.1
DSS’s Representations, Warranties and Investment-Related Disclosures. DSS makes the representations and warranties
set out in this Section 6.1 to INVESTOR as of (i) the date of this Agreement and (ii) the Closing Date:


 


(a)
Organization and Good Standing. DSS is a corporation organized, validly existing and in good standing under the laws of
New York, and is Authorized to conduct business in New York and all other jurisdictions in which it conducts business or operations.


 


(b)
Authorization and Enforceability. DSS has the requisite power and authority to execute and deliver this Agreement and the
other Funding Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The execution, delivery and performance by DSS of this Agreement and the other Funding Documents and the consummation
of the transactions contemplated hereby and thereby have been duly Authorized by all required action on the part of DSS.


 


(c)
Due Execution. This Agreement and the other Funding Documents have been duly executed and delivered by DSS, and, assuming
the due authorization, execution and delivery hereof and thereof by INVESTOR, they constitute the valid and legally binding obligations
of DSS enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to creditors’ rights generally and by general principles of equity.


 


(d)
Litigation. There is no claim, action, suit, proceeding, arbitration, investigation or inquiry pending before any governmental
entity, or to the knowledge of DSS, threatened against DSS or any of its assets, that would have a Material Adverse Effect on
DSS, except as set forth in Schedule 6.1(d) hereto. There is not in existence at present and, except in connection with the Claims,
DSS is not aware of the potential for any order, judgment or decree of any court or other tribunal or any agency enjoining or
requiring DSS to take any action of any kind or to which DSS or its assets are subject or bound, other than as set forth in Schedule
6.1(d) hereto.


 






    	9



    	 



    

 


(e)
Title to Property; Absence of Liens and Encumbrances. As of the date of this Agreement and the Closing Date, DSS is solvent,
and owns or will own and has or will have good and marketable title to the Patent Assets Proceeds, Claims, and Patent Assets free
and clear of all liens and encumbrances or Security in favor of any Person, except for the preexisting third-party licenses to
certain of the Patent Assets set forth in Schedule 6(e) and liens of the INVESTOR or Attorneys pursuant to Attorney Engagement
Agreements.


 


(f)
No Conflicts. The execution, delivery and performance by DSS of this Agreement and the other Funding Documents in accordance
with their respective terms do not and will not, after the giving of notice, or the lapse of time or both, or otherwise (i) conflict
with, result in a breach of, or constitute a default under the charter or corporate documents of DSS or any law, statute, ordinance,
rule or regulation, or any court or administrative order or process or any contract, agreement, arrangement, commitment or plan
to which DSS is a party or by which DSS or its assets are bound, (ii) require the consent, waiver, approval, permit, license,
clearance or authorization of, or any declaration or filing with, any court or public agency or other public authority, or (iii)
require the consent of any Person under any material agreement, arrangement, or commitment of any nature. 


 


(g)
Investment-related disclosures. DSS acknowledges that it has and will have superior knowledge regarding the Patent Assets
and Claims, due at least in part to its involvement and familiarity with the facts underlying the Patent Assets and its eventual
assertion of Claims relating thereto. Moreover, DSS acknowledges that it has and will have access to information regarding the
Patent Assets and Claims that will not be available to INVESTOR. In connection with entering into this Agreement, DSS has provided
(or has caused its Attorneys to provide) certain information to INVESTOR, including material factual information pertaining to
the Patent Assets and potential Claims; provided, however, that DSS declares that DSS could not and has not provided any
disclosure of information or documents protected by the attorney-client or work product privileges, and that the materials and
disclosures that have been provided in the course of INVESTOR’s due diligence (or that will be provided in the future in
accordance with the terms of this Agreement) shall be bound by and in compliance with any applicable confidentiality agreements
or protective orders relating to the enforcement of future Claims. All such information has been provided by DSS in consultation
with its Attorneys and other counsel, and DSS hereby warrants that all such information was / is true, complete and accurate in
all material respects as of the date it was provided and as of the Closing Date. DSS acknowledges that INVESTOR has relied on
the accuracy and completeness of this information in agreeing to make the Investment. DSS confirms that it has disclosed all facts
in its own possession that DSS reasonably believes could affect INVESTOR’s decision to make the Investment. If DSS is or
becomes aware of information that it reasonably believes could affect INVESTOR’s decision to make the Investment and DSS
is prohibited from disclosing such information because it is privileged or subject to a judicially determined protective order,
then DSS shall disclose to INVESTOR the fact that such information exists along with DSS’s assessment (after consultation
with counsel) of such information and its effect, if any, on the claims and defenses, even if it cannot disclose the exact substance
of that information.


 


(h)
Attorney Engagement Agreements. As of the date of this Agreement and the Closing Date, each Attorney Engagement Agreement
to which DSS is a party (a) is enforceable against the parties thereto in accordance with its terms, (b) has not been challenged,
repudiated, terminated, cancelled or annulled by an person or party thereto and (c) as to INVESTOR, does not prohibit, inhibit
or give a priority in payment of Patent Assets Proceeds to any person.


 






    	10



    	 



    

 


(i)
Corrupt Practices Policies and Procedures. As of the date of this Agreement and the Closing Date, DSS (i) has in full force
and effect policies and procedures to detect and to deter, for itself and its directors, officers, employees, consultants, agents
and representatives, any and all actions that would, or would be reasonably likely to, result in a violation of the United States
Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1, et. seq.) as amended (the “FCPA”), the United Kingdom’s
Bribery Act 2010 (c. 23), as amended (the “Bribery Act”) or any other applicable law with similar intent (the “Corrupt
Practices Policies and Procedures”) and (ii) that, as part of such Corrupt Practices Policies and Procedures, DSS shall
provide in any and all agreements with third parties who may benefit from the Investment or receive Patent Assets Proceeds that
no part of the Investment or Patent Assets Proceeds or any other payment, compensation, reimbursement or fee will be used directly
or indirectly as a corrupt payment, gratuity, emolument, bribe, kickback or other improper benefit. DSS shall provide to the INVESTOR
and / or its representatives all supporting documents requested by the INVESTOR to ensure compliance with the Corrupt Practices
Policies and Procedures, the FCPA, the Bribery Act and all other applicable laws with similar intent.


 


6.2
INVESTOR’s Representations and Warranties. INVESTOR makes the representations and warranties set out in this Section
6.2 to DSS as of the date of this Agreement and the Closing Date:


 


(a)
Organization and Good Standing. INVESTOR is duly organized in its jurisdiction as set forth in the Preamble.


 


(b)
Authorization and Enforceability. INVESTOR has the requisite power and authority to execute and deliver this Agreement
and the other Funding Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby. The execution, delivery and performance by INVESTOR of this Agreement and the other Funding Documents and
the consummation of the transactions contemplated hereby and thereby have been duly Authorized by all required action on the part
of INVESTOR.


 


(c)
Due Execution. This Agreement and the other Funding Documents have been duly executed and delivered by INVESTOR, as appropriate,
and, assuming the due authorization, execution and delivery hereof and thereof by DSS or any other third party thereto, they constitute
the valid and legally binding obligations of INVESTOR enforceable in accordance with their respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights
generally and by general principles of equity.


 


(d)
No Conflicts. The execution, delivery and performance by INVESTOR of this Agreement and the other Funding Documents in
accordance with their respective terms do not and will not, after the giving of notice, or the lapse of time or both, or otherwise
(i) conflict with, result in a breach of, or constitute a default under INVESTOR’s constitutive documents or any law, statute,
ordinance, rule or regulation, or any court or administrative order or process or, any contract, agreement, arrangement, commitment
or plan to which INVESTOR is a party or by which INVESTOR or its assets is bound, (ii) require the consent, waiver, approval,
permit, license, clearance or authorization of, or any declaration or filing with, any court or public agency or other public
authority, or (iii) require the consent of any Person under any material agreement, arrangement, or commitment of any nature.


 






    	11



    	 



    

 


(e)
Litigation. There is no claim, action, suit, proceeding, arbitration, investigation or inquiry pending before any governmental
entity, or to the knowledge of INVESTOR, threatened against INVESTOR, or one of its related entities, that would impact or restrict
INVESTOR’s ability to comply with the terms of this Agreement. INVESTOR is not aware of the potential for an order, judgment
or decree of any court or other tribunal or any agency enjoining or requiring INVESTOR to take any action of any kind or to which
INVESTOR or its assets are subject or bound.


 


7.
COVENANTS AND TAXES


 


7.1
Covenants. For the Term of this Agreement, DSS shall (unless it has obtained prior written consent from INVESTOR to the
contrary), at its sole cost and expense:


 


(a)
obtain, comply with and use commercially reasonable efforts to do all that is necessary to remain solvent and to maintain DSS
as a legal entity with all requisite Authorizations under all applicable law or jurisdictions to carry on its respective businesses
in connection with the Patent Assets and Claims;


 


(b)
prosecute, and take all necessary actions to ensure that it prosecutes (and where reasonable settlement offers are received, settles),
the Patent Assets and Claims with all due skill and care including, without limitation, maintaining the appointment of appropriate
Attorneys to act on the behalf of DSS with respect to the Claims; in this regard, DSS acknowledges and agrees that INVESTOR will
not (i) direct the activities of any Attorneys or the Claims, (ii) provide any legal professional services to DSS, (iii) appear
on pleadings or participate in decisions or settlement negotiations for the Claims, (iv) have an attorney-client relationship
with DSS or (v) charge for any consultancy services either during the course of prosecution of the Claims or upon settlement or
other Claims resolution;


 


(c)
without the prior written consent of INVESTOR, except as set forth in Sections 2.4, not accept or agree to deploy the capital
of any third party lender or capital source in connection with the Claims;


 


(d)
not allow any other Person to hold any Security or payment priority over the Claims, Patent Assets Proceeds and Patent Assets
or any rights thereto, without the prior written consent of INVESTOR, which consent may be withheld in the sole and absolute discretion
of INVESTOR;


 


(e)
not transfer, sell, assign or otherwise dispose of any of its Rights in or under any of the contracts or agreements relating to
the Claims, Patent Assets, or the Patent Assets Proceeds, including by entering into non-litigation covenants or unconditional
licenses as to the Patent Assets that would create exhaustion as to other actual or potential Defendants (but not to be interpreted
to preclude entry into patent licenses);


 






    	12



    	 



    

 


(f)
directly or through Attorneys, keep INVESTOR timely informed of material developments in the Patent Assets and Claims and all
facts and circumstances that may affect the value of Claims, the Patent Assets and / or Patent Assets Proceeds related thereto;


 


(g)
provide INVESTOR with copies of all settlement agreements regarding the Claims and other agreements between DSS and third parties
resulting in or from the monetization of the Patent Assets, except when legally precluded from doing so pursuant to the terms
of any such settlement agreement. DSS will use best efforts to ensure that such agreements permit INVESTOR to receive copies thereof.


 


(h)
DSS shall not, and shall ensure that all of its Affiliates shall not, be in violation of the Foreign Corrupt Practices Act (15
U.S.C. Section 78dd-1, et. seq.) as amended (the “FCPA”) or any other applicable law with similar intent. With respect
to this Agreement, DSS and its directors, officers, employees, consultants, agents and representatives will not, directly or indirectly
through third parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give,
or authorize the giving of anything of value to any individual, entity, or government for purposes of corruptly obtaining or retaining
business for or with, or directing business to, any person, including, without limitation, DSS, marveLED Technologies, LLC, or
any of their respective Affiliates, owners, directors, employees, advisors or consultants. DSS shall, and DSS shall ensure that
all of its Affiliates, directors, employees, consultants and agents, provide to INVESTOR and / or its representatives and advisors
all supporting documents requested by INVESTOR to ensure compliance with the FCPA or applicable law with similar intent. During
the Term hereof, DSS shall maintain in full force and effect its Corrupt Practice Policies and Procedures and shall ensure that
its directors, officers, employees, consultants, agents and representatives shall be, at all times, in full compliance therewith.


 


7.2
Taxes.


 


(a)
Tax Certification and Withholding. All Taxes shall be the financial responsibility of the Party obligated to pay such Taxes
as determined by the applicable law, and no Party is or shall be liable at any time for any of another Party’s Taxes incurred
in connection with or related to amounts paid under this Agreement. DSS shall make each and all payments hereunder to INVESTOR
without any deduction or withholding on account of any Taxes, provided that INVESTOR shall furnish to DSS a completed and
properly executed U.S. Internal Revenue Service Form W-9. Each Party shall indemnify, defend and hold the other Parties harmless
from and against any Taxes owed by or assessed against the other Parties that are the obligation of such Party and from any Purchased
Assets, causes of action, costs, expenses, reasonable attorneys’ fees, penalties, assessments and any other liabilities
of any nature whatsoever related to such Taxes.


 


(b) Consistent
Tax Treatment. The Parties shall, for United States federal, state and local income and franchise tax purposes, treat
this Agreement as effecting an “assignment of income” with respect to the interest in the Patent Assets
Proceeds transferred and assigned by DSS to INVESTOR . No Party shall take any position in any tax filing, submission to any
tax authority, or otherwise that is inconsistent with this intended tax treatment. Each Party shall promptly notify the other
of any challenge by any tax authority to the tax treatment of any payment pursuant to this Agreement.


 






    	13



    	 



    

 


7.3
Successor or Replacement Attorneys. In the event that an Attorney withdraws from prosecuting the Claims or otherwise ceases
to act as an Attorney, then DSS shall appoint successor Attorneys to act as its counsel for the Claims, provided, however,
that DSS shall give INVESTOR ten (10) Business Days’ prior written notice of the Attorneys it proposes to appoint as
successors. DSS shall retain exclusive control to select counsel and to direct the activities of counsel. Should such successor
or replacement Attorneys be so appointed, all references to the original Attorney(s) for the Claim(s) shall, where appropriate
and effective as of the date of their appointment, be deemed to be a reference to such successor or replacement Attorneys.


 


8.
EVENTS OF DEFAULT


 


8.1
Events of Default. Each of the events or circumstances set out below is an Event of Default:


 


(a)
Non-payment. DSS fails to pay when due any amount payable under this Agreement at the place and in the currency in which
it is expressed to be payable and such failure to pay is not remedied within five (5) Business Days of INVESTOR giving written
notice to DSS.


 


(b)
Other Obligations. DSS fails to comply with any provision of the Funding Documents (other than those referred to in subsection
(a) above, (including, but not limited to, the Covenants set forth in Article 7), and such failure to comply, if capable of being
remedied, is not remedied within ten (10) Business Days of INVESTOR giving written notice to DSS.


 


(c)
Misrepresentation. Any representation, warranty or statement made by DSS in this Agreement, in the other Funding Documents
or any other document delivered by or on behalf of DSS under or in connection herewith or therewith is or proves to have been
incorrect, incomplete or misleading in any material respect, and such representation, warranty or statement is not remedied by
DSS within ten (10) Business Days of DSS becoming aware that it is incorrect, incomplete or misleading.


 


(d)
Insolvency.


 


(i)
DSS is unable or admits inability to pay its debts as they fall due; suspends making payments on any of its material financial
obligations; or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors
to renegotiate any of its indebtedness. For purposes of this subsection, an extension of the maturity date only of any debt instrument
(with a corresponding reduction in maturity date balloon payment) shall not be deemed an Event of Default;


 


(ii)
The value of the assets of DSS (after taking into account the Investment) is less than its liabilities; and


 


(iii)
A judicially imposed moratorium is declared in respect of any indebtedness of DSS. If such a moratorium occurs, the ending of
the moratorium will not remedy any Event of Default caused by that moratorium.


 






    	14



    	 



    







 


(e)
Insolvency Proceedings. Any legal proceedings are taken in relation to:


 


(i)
the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, liquidation, administration or reorganization
(by way of voluntary arrangement, scheme of arrangement, or otherwise) of DSS;


 


(ii)
the filing of a voluntary petition for relief under the bankruptcy provisions of any jurisdiction by DSS or the filing of an involuntary
petition for relief against DSS which is not dismissed within 45 days of such filing;


 


(iii)
a composition, compromise, assignment or arrangement with any creditor of DSS, other than in the ordinary course of business;


 


(iv)
the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer
in respect of DSS or substantially all of the assets of DSS; or


 


(v)
enforcement of any Security having a value of at least $[*] over any assets of DSS;


 


or
any analogous procedure or step is taken in any jurisdiction.


 


(f)
Creditors process. Any expropriation, attachment, sequestration, distress or execution or any analogous process with respect
to DSS in any jurisdiction affects any material asset of DSS and is not discharged within five (5) Business Days.


 


(g)
Incurrence of Indebtedness. DSS shall not, directly or indirectly, incur or guarantee any additional indebtedness in the
aggregate in excess of $1,000,000, except as may be consented to in writing by INVESTOR, such consent not to be unreasonably withheld.
This provision shall not be interpreted to preclude the incurrence of indebtedness by DSS’s Affiliates related to capital
asset purchases made by such Affiliates in the ordinary course of their respective businesses.


 


8.2
Rights and Remedies. During the continuance of an Event of Default, INVESTOR may, in its sole and absolute discretion,
upon at least fifteen (15) Business Days’ written notice to DSS, do any one or more of the following:


 


(a)
require DSS to remit to INVESTOR any balance of the Investment remaining, whether held in DSS bank accounts or in an attorney
client escrow account.


 


(b)
except as otherwise provided herein, without notice to or demand upon DSS, make such payments and do such acts, on behalf of DSS,
as INVESTOR reasonably considers necessary or reasonable to protect its rights under this Agreement;


 


(c)
except as otherwise provided herein, in addition to the foregoing, INVESTOR shall have all rights and remedies provided by
law and any rights and remedies contained in any Funding Document (including without limitation enforcing its security
interest in the Patent Assets Proceeds, the Claims, and Patent Assets).


 


[*]
Confidential treatment requested; certain information omitted and filed separately with the SEC.


 






    	15



    	 



    

 


8.3
Special Power of Attorney. DSS hereby appoints INVESTOR (or its respective representatives), effective only upon the occurrence
and during the continuance of any Event of Default referred to in Section 8.1(d) or 8.1(e), as its attorney-in-fact, with full
power of substitution, to do all things and take all actions, in its own name and as attorney-in-fact for DSS, to pursue any of
DSS’s Rights with respect to and/or in the Claims and to engage such legal counsel for the account of DSS, but at the cost
of INVESTOR that INVESTOR shall, in its good faith judgment, deem to be in the best interests of INVESTOR and DSS. This Special
Power of Attorney shall at all times be coupled with an interest and shall survive the dissolution, insolvency or bankruptcy (as
the Claims may be under the laws of any jurisdiction) of DSS. Notwithstanding any provision in this Agreement or the other Funding
Documents to the contrary, any and all Patent Assets Proceeds received by or on behalf of DSS on or after INVESTOR’s exercise
of its rights in accordance with this Section 8.3 shall be distributed to INVESTOR up to the amount of the INVESTOR’s Return.
Any costs incurred by INVESTOR pursuant to the exercise of its rights under this Section 8.3 shall be treated as part of the Investment
and subject to recovery as part of the INVESTOR’s Return. INVESTOR shall have the right to delegate the powers provided
for in this Section 8.3 to a third party.


 


9.
GOVERNING LAW; WAIVER OF SPECIFIC DEFENSES; DISPUTES


 


9.1
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH NEW YORK STATE LAW, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES, OR IN ACCORDANCE
WITH APPLICABLE U.S. FEDERAL LAW.


 


9.2
Specific Waivers. DSS irrevocably waives and forever and unconditionally releases, discharges and quitclaims, any claims,
counterclaims, defenses, causes of action, remedies and/or rights it or its successors in interest has or may in the future have
arising from any doctrine, rule or principle of law or equity that this Agreement, or the relationships or transactions contemplated
by this Agreement, (i) are against the public policy of any jurisdiction with which DSS has a connection, or (ii) are unconscionable,
or (iii) constitute champerty, maintenance or any impermissible transfers or assignments of property, fees or choses in action,
or (iv) violate the rules of professional ethics applicable to DSS, INVESTOR or any of their lawyers or professional advisers.



 


9.3
Arbitrable Claims. All actions, disputes, claims and controversies under common law, statutory law, rules of professional
ethics, or in equity of any type or nature whatsoever, whether arising before or after the date of this Agreement, and directly
relating to: (a) this Agreement and/or any amendments and addenda hereto, or the breach, invalidity or termination hereof; (b)
any previous or subsequent agreement between INVESTOR and DSS related to the subject matter hereof; (c) any act or omission committed
by INVESTOR or by any Person affiliated with INVESTOR, or by any member, employee, agent, or lawyer of INVESTOR, whether or not
arising within the scope and course of employment or other contractual representation of INVESTOR (provided that such act arises
under a relationship, transaction or dealing between INVESTOR and DSS); and/or (d) any act or omission committed by DSS, or by
any employee, agent, partner or lawyer of DSS whether or not arising within the scope and course of employment or other contractual
representation of DSS (provided that such act arises under a relationship, transaction or dealing between INVESTOR and DSS) (collectively,
the “Disputes”), will be subject to and resolved by binding arbitration under these Sections 9.3 – 9.8.
The Parties agree that the arbitrators have exclusive jurisdiction, to the exclusion of any court (except as specifically provided
with regard to prejudgment, provisional, or enforcement proceedings in Section 9.5), to decide all Disputes.


 






    	16



    	 



    

 


9.4
Administrative Body. Any dispute arising out of or in connection with this Agreement, including any question regarding
its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of
The London Court of International Arbitration (LCIA) (www.lcia-arbitration.com) which rules are deemed to be incorporated herein
by reference. All arbitrator(s) selected will be lawyers with at least ten (10) years’ experience and be licensed to practice
law in the United States. A panel of three arbitrators shall hear all claims exceeding One Million Dollars ($1,000,000), exclusive
of interest, costs and lawyers’ fees. The arbitrator(s) will decide if any inconsistency exists between the rules of the
applicable arbitral forum and the arbitration provisions contained herein. If such inconsistency exists, the arbitration provisions
contained herein will control and supersede such rules. The arbitrator shall follow the terms of this Agreement and the applicable
state and U.S. federal law set forth herein, including without limitation, the attorney-client privilege and the attorney work-product
doctrine. The seat, or legal place, of arbitration shall be London, England, and hearings before the arbitral tribunal shall be
held in London, England unless the Parties agree to a different arbitral seat and/or locale. The language to be used in the arbitral
proceedings shall be English.


 


9.5
Prejudgment and Provisional Remedies. Prior to appointment of the arbitrator, either Party may commence judicial proceedings
only for the purpose(s) of: (i) enforcement of the arbitration provisions; (ii) obtaining appointment of arbitrator(s); (iii)
preserving the status quo of the Parties pending arbitration as contemplated herein; (iv) preventing the disbursement by any Person
of disputed funds; and/or (v) preserving and protecting the rights of either Party pending the outcome of the arbitration. Any
such action or remedy will not waive a Party’s right to compel arbitration of any Dispute, and any Party may also file court
proceedings to have judgment entered on the arbitration award. In any action for prejudgment or provisional relief, any court
in which such relief is sought shall determine the availability of such relief without regard to any defenses that may be asserted
by the other Party, and any such defenses shall be referred to the exclusive jurisdiction of the arbitrators under Section 9.3.
The Parties further agree that a court shall not defer or delay granting prejudgment or provisional relief while any such arbitration
takes place.


 


9.6
Attorneys’ Fees. If either DSS or INVESTOR brings any other action for judicial relief with respect to any Dispute
(other than those precisely described in Section 9.5), the Party bringing such action will be liable for and immediately pay all
of the other Party’s costs and expenses (including attorneys’ fees) incurred to stay or dismiss such action and remove
or refer such Dispute to arbitration. If either DSS or INVESTOR brings or appeals an action to vacate or modify an arbitration
award and such Party does not prevail, such Party will pay all costs and expenses, including attorneys’ fees, incurred by
the other Party in defending such action.


 






    	17



    	 



    

 


9.7
Enforcement. Any award rendered under this Section shall not be subject to appeal and may be enforced under any and all
applicable treaties and internal laws of the jurisdiction where the award-debtor is located, including without limitation under
the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention).


 


9.8
Confidentiality of Awards. All arbitration proceedings, including testimony or evidence at hearings, will be kept confidential,
although any award or order rendered by the arbitrator(s) pursuant to the terms of this Agreement may be confirmed as a judgment
or order in any state or federal or other national court of competent jurisdiction where proceedings are necessary or appropriate
to enforce any award or order. This Agreement concerns transactions involving commerce among the several states and foreign countries.


 


9.9
Survival After Termination. The provisions of this Section 9 will survive the termination of this Agreement.


 


10.
MISCELLANEOUS


 


10.1
Entire Agreement and Amendments. This Agreement and the other Funding Documents constitute the entire agreement between
the Parties with respect to the matters covered herein and supersede all prior agreements, promises, representations, warranties,
statements, and understandings with respect to the subject matter hereof as between DSS and INVESTOR. Each of this Agreement and
the Funding Documents are fully enforceable in accordance with their terms. This Agreement may not be amended, altered, or modified
except by an amendment or supplement to this Agreement executed by all Parties hereto.


 


10.2
Partial Invalidity; Severability. If, at any time, any provision of this Agreement or of the other Funding Documents is
or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under the law of
any other jurisdiction will in any way be affected or impaired.


 


10.3
Remedies and Waivers. No failure to exercise, nor any delay in exercising, on the part of INVESTOR or DSS, of any right
or remedy under this Agreement or the other Funding Documents shall operate as a waiver, nor shall any single or partial exercise
of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. No provision of this Agreement
may be waived except in a writing signed by the party granting such waiver.


 


10.4
Assignment. This Agreement shall inure to the benefit of, and be binding upon the respective successors and assigns of
the Parties. Neither DSS nor INVESTOR shall assign or delegate its rights or obligations under this Agreement or the other Funding
Documents without the prior written consent of the other Party; provided, however, that, in connection with an eventual
syndication by INVESTOR of its rights to potential proceeds from its portfolio of claims, including the Patent Assets Proceeds
hereunder, INVESTOR may assign or transfer to a third party all or part of its interest in (i) the Patent Assets Proceeds under
this Agreement, (ii) its share of any and all recoveries associated with the Patent Assets and / or Claims and / or Patent Assets
Proceeds and (iii) any other rights, licenses or obligations hereunder; provided, further however, that the third party
assignee or transferee shall not be deemed a client of the Attorneys, shall not have any control over the Claims, shall not become
a party to the Claims and shall not have any access to information in respect of the Claims that is privileged or otherwise judicially
protected. Notwithstanding the above, INVESTOR may assign, in whole or in part and without the consent of DSS or any other Person,
the rights, benefits and obligations of this Agreement to another pooled investment vehicle managed by Juridica Asset Management
Limited, a Guernsey company, or its Affiliates or their respective successors and assigns.


 






    	18



    	 



    

 


10.5
Confidentiality.


 


(a)
INVESTOR hereby agrees that, without the prior written consent of DSS, INVESTOR will not disclose, and will direct INVESTOR’s
representatives (including, without limitation, INVESTOR’s outside counsel) not to disclose, to any person (other than to
persons and parties with a common commercial, legal interest or enterprise regarding DSS, the Claims, the Patent Assets or Patent
Assets Proceeds) either the fact that this Agreement has been made, or any of the parties, terms, conditions or other facts with
respect to this Agreement, or any of the information provided by DSS or any Attorney to INVESTOR pursuant to this Agreement (collectively,
the “Confidential Information”).


 


(b)
INVESTOR further agrees that none of the Confidential Information shall be disclosed to any person or entity; provided, however,
that any of such information may be disclosed by INVESTOR and / or DSS (A) to INVESTOR’s representatives so long as
such representatives are informed of the nature of this Agreement and agree to abide by the terms of the same; (B) to the extent
INVESTOR and / or DSS is legally required to do so, to government agencies, regulatory bodies or representatives thereof, courts,
arbitral tribunals or pursuant to legal process, provided that (I) the non-disclosing Party is provided prior notice as
soon as reasonably practical upon disclosing Party’s learning of any request and opportunity to contest such request, (II)
DSS or INVESTORS, as the case may be, is provided an opportunity to seek a protective order or other remedy with respect to the
disclosure, including without limitation, to ensure that such Confidential Information as is required to be disclosed is afforded
confidential treatment, (III) the disclosing Party shall use commercially reasonable efforts to cooperate with the non-disclosing
Party in obtaining a protective order or other remedy with respect to such disclosure, and (IV) in the event a protective order
or other remedy is not obtained, INVESTOR or DSS, as the case may be, shall use commercially reasonably efforts to assure the
non-disclosing Party that the disclosing Party or its representatives will only furnish that portion of the Confidential Information
that is legally required to be disclosed, or (C) if the non-disclosing Party consents in writing to such disclosure before any
such disclosure has taken place.


 


(c)
Notwithstanding anything in this Agreement to the contrary, including the provisions of Sections 10.5(a) and 10.5(b), the
Parties agree that DSS may make such filings and disclosures of Confidential Information as it determines, upon advice of
counsel, are required by federal and state securities laws and stock exchange rules applicable to DSS, including without
limitation, the United States Securities Exchange Act of 1934, as amended (collectively, “Securities Laws”),
provided that DSS will use reasonable efforts to seek confidential treatment for Confidential Information that DSS
determines, upon advice of counsel, is permitted to be obtained under the Securities Laws. The Parties agree that promptly
following the execution of this Agreement DSS will issue a press release and within four (4) business days following the
execution of this Agreement, DSS will file with the United States Securities and Exchange Commission a Current Report on Form
8-K (“Form 8-K”) disclosing the execution of this Agreement and other disclosures required by the Securities
Laws. DSS will provide copies of the press release and the Form 8-K to INVESTOR for INVESTOR’s review in advance of
DSS’s issuance of the press release and filing of the Form 8-K.


 






    	19



    	 



    

 


10.6
Notices.


 


(a)
All notices, reports and other communications required or permitted under this Agreement shall be in writing. They shall be delivered
by hand or sent by regular mail, courier, fax, email or other reliable means of electronic communication to the Parties at their
addresses indicated below or at such other address as may be specified hereafter in writing by any of the Parties to the other
Party in accordance with this Section 10.6.


 


If
to DSS:


 


Document
Security Systems, Inc.


200
Canal View Blvd.


Suite
300


Rochester,
New York 14623


Attention:
Jeff Ronaldi, Chief Executive Officer


Email:
ronaldi@dsssecure.com


 


With
a copy to: Document Security Systems, Inc.


200
Canal View Blvd., Suite 300


Rochester,
New York 14623


Attention:
Jeffrey D’Angelo, General Counsel


Email:
jdangelo@dsssecure.com


 


If
to BKI: Brickell Key Investments LP


11
New Street


St.
Peter Port


Guernsey
GY1 2PF


Attention:
Corporate Secretary


Fax:
[*]


Email:
[*]


 


[*]
Confidential treatment requested; certain information omitted and filed separately with the SEC.


 






    	20



    	 



    

 


With
a copy to:


Juridica
Asset Management Limited


11
New Street


St.
Peter Port


Guernsey
GY1 2PF


Attention:
Corporate Secretary


Fax:
[*]


Email:
[*]


 


and


 


Juridica
Asset Management (US) Inc.


18
Broad Street


Suite
201D


Charleston,
SC 29401


U.S.A.


Attention:
[*]


Fax:
[*]


Email:
[*]


 


(b)
Any notice, report or other communication hereunder shall be deemed to have been delivered and received (i) on the date delivered,
if delivered personally by hand or sent by courier, (ii) on the date sent, if sent by fax, email or other form of electronic communication,
and (iii) five (5) Business Days after mailing, if placed in the US mail or Guernsey mail, as the Claims may be, by registered
or certified mail, first class postage prepaid, with a request for a confirmation of delivery.


 


(c)
Any notice, report or other communication sent under Sections 8 or 9 that is sent by fax, email or other electronic communication
must be confirmed by sending a hard paper copy thereof to the recipient in accordance with subsection (a) above, provided, the
effective date of such notice, report or other communication shall be as specified in subsection (b) above. If the recipient actually
received the fax, email or other electronic form of a notice, report or other communication, then the notice, report or other
communication shall be deemed to have been given and delivered even if sender fails to send a hard copy as called for in this
subsection.


 


10.7
Indemnification.


 


(a)
DSS shall indemnify and hold harmless INVESTOR and its partners, shareholders, officers, directors, employees,
representatives, managers, advisers and each of their respective Affiliates (collectively, “Indemnitees”) from
and against any and all actions, losses, costs, charges, damages, claims, sanctions, penalties, expenses and reasonable
defense costs (collectively, “Costs”) arising from (i) any breach of this Agreement by DSS (other than a breach
of Section 3.3(a) resulting solely from insufficient receipt of Patent Assets Proceeds by DSS, in which case INVESTOR’s
recourse shall be limited to such Patent Assets Proceeds), (ii) from DSS’ willful misconduct, bad faith or gross
negligence in connection with performing its obligations under this Agreement and (iii) from any Costs imposed or awarded by
any court, regulatory body or arbitration panel arising from or relating to the Claims, the Patent Assets, the Patent Assets
Proceeds, the Security Interest and / or this Agreement including, but not limited to, INVESTOR’s and Juridica Asset
Management Limited’s costs, fees and expenses incurred for responding to discovery requests relating to Claims. DSS
shall not be required to indemnify any Indemnitee for Costs associated with such Indemnitee’s gross negligence, bad
faith or willful misconduct. DSS’ obligations to provide indemnification under this clause shall be full-recourse
obligations with respect to DSS, and is not limited to the value of the Patent Asset Proceeds.


 


[*]
Confidential treatment requested; certain information omitted and filed separately with the SEC.


 






    	21



    	 



    

 


(b)
Any Indemnitee who receives notice of a claim for which it will seek indemnification hereunder shall promptly notify DSS of such
claim in writing. DSS shall have the right to assume the defense of such action at its own cost and expense with counsel reasonably
satisfactory to the Indemnitee, but shall not have the right to settle or compromise any claim or action without the consent of
Indemnitee, which shall not be unreasonably conditioned, withheld or delayed, and shall not be required if such settlement contains
a release of INVESTOR and no admission of liability. If DSS assumes the defense of such action, Indemnitee shall have the right
to participate in such defense with its own counsel at its own cost and expense.


 


(c)
Subject to the limitation set forth in Section 10.7(a)(i), DSS’ obligations pursuant to this Section 10.7 shall not be limited
to realized Patent Assets Proceeds, but shall be payable from all DSS assets.


 


10.8
Counterparts. This Agreement may be executed in counterparts which, when read together, shall constitute a single
instrument, and this has the same effect as if the signatures on the counterparts were on a single copy hereof. Delivery of signature
pages via e-mail PDF shall constitute original signatures for purposes of this Agreement. A composite copy of this Agreement may
be compiled comprising a single copy of the text of this Agreement and one or more copies of the signature pages containing collectively
the signatures of all Parties.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 






    	22



    	 



    

 


IN
WITNESS WHEREOF, the Parties have caused their duly Authorized representatives to execute this Agreement effective as of the date
first set forth above.


 


	 	DOCUMENT
    SECURITY SYSTEMS, INC.
	 	 	 
	 	By:
    	/s/
    Jeffrey Ronaldi
	 	Name:	Jeffrey
    Ronaldi
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	BRICKELL
    KEY INVESTMENTS LP
	 	 	 
	 	 	 
	 	Name:	 
	 	Title:	Director
    for and on behalf of Brickell Key Partners GP Limited,
	 	 	as
    General Partner of Brickell Key Investments LP


 






    	23



    	 



    







 


SCHEDULE
A


PATENT
ASSETS


(US
Patent Nos.)


 


	No.	 	Patent
    No.	 	Country	 	Status	 	Title	 	Application No.	 	Filing Date
	[*	 	 	 	 	 	 	 	 	 	 	 	]


 


[*]
Confidential treatment requested; certain information omitted and filed separately with the SEC.


 






    	24



    	 



    







 


SCHEDULE
6.1(d)


 


LITIGATION


 


DSS
Technology Management, Inc. v. Taiwan Semiconductor Manufacturing Company, Limited; TSMC North America; TSMC Development, Inc.;
Samsung Electronics Co., Ltd.; Samsung Electronics America, Inc.; Samsung Telecommunications America L.L.C.; Samsung Semiconductor,
Inc; Samsung Austin Semiconductor LLC; NEC Corporation of America, Civil Action No. 2:14-cv-199-RSP (E.D. Texas)


 






    	25



    	 



    







 


SCHEDULE
6.1(e)


 


EXISTING
LICENSES


 


LED
POOL Membership Agreement (Intellectual Discovery-Kumbo Electric, Inc.)


 


LED
POOL Membership Agreement (Intellectual Discovery-Iljin LED Co. Ltd.)


 


Patent
Licensing Agreement (Intellectual Discovery-Samsung Group/Samsung Electronics Co.)


 


Patent
Licensing Agreement (Avago-Agilent Technologies, Inc.)


 


Patent
Licensing Agreement (Avago-Chartered Silicon Partners Pte. Ltd.)


 


Patent
Licensing Agreement (Avago-LumiLeds Lighting B.V.)


 


Patent
Licensing Agreement (Avago-U.S. based semi-conductor design/manufacturing co.)


 


Patent
Licensing Agreement (Avago-Avago Technologies Limited)


 


Patent
Licensing Agreement (Avago-IBM Corporation)


 


Patent
Licensing Agreement (Avago-Logitech International S.A.)


 


Patent
Licensing Agreement (Avago-Alcatel-Lucent S.A.)


 


Patent
Licensing Agreement (Avago-Agere Systems Guardian Corporation)


 


Patent
Licensing Agreement (Avago-Ericsson-HP Telecom-France)


 


Patent
Licensing Agreement (Avago-Ericcson-HP Telecom-Sweden)


 


Patent
Licensing Agreement (Avago-Hewlett-Packard Company)


 


Patent
Licensing Agreement (Avago-Hua-Pua)


 


Patent
Licensing Agreement (Avago-Hugin Expert)


 


Patent
Licensing Agreement (Avago-Idea, LLC)


 


Patent
Licensing Agreement (Avago-ImagineCard)


 


Patent
Licensing Agreement (Avago-HP Corporation)


 


Patent
Licensing Agreement (Avago-Intria-HP Potomac)


 


Patent
Licensing Agreement (Avago-Liquidity Management Group)


 


Patent
Licensing Agreement (Avago-PT Berka Services)


 


Patent
Licensing Agreement (Avago-Putial Ome)


 


Patent
Licensing Agreement (Avago-Sopura Systems)


 


Patent
Licensing Agreement (Avago-Syc)


 






    	26



    	 



    







 


ANNEX
A


 


General
Principles for Disclosure of Material Events or Changes


 


DSS
or your Attorneys (“you”, “your”) should timely inform INVESTOR (“us”) of any new or unexpected
Patent Assets and Claims developments concerning a material change in, among other things:


 


	 	●	strategy;
    
	 	 	 
	 	●	public
    profile or any public reporting about the Patent Assets and Claims; 
	 	 	 
	 	●	facts
    or law, including factual or legal assumptions about the Patent Assets and Claims;
	 	 	 
	 	●	developments
    that may affect the outcome of the Patent Assets and Claims; and 
	 	 	 
	 	●	your
    expectations about the posture and timing of the Patent Assets and Claims.


 


Please
report any material change in the status of the Patent Assets and Claims. Please be sure to select the appropriate persons to
receive email notification. If in doubt, you may also notify us by email or telephone in addition to your posted message.


 


Regular
and Timely Filing of Important Documents


 


Please
note that, while we anticipate you will provide us certain important documents, we do not expect you to (and request that you
do not) send to us all documents related to the Claims. For example, please do not send to us:


 


	 	●	copies
    of every document filed with any court in the Claims;
	 	 	 
	 	●	deposition
    transcripts unless specifically requested; and
	 	 	 
	 	●	routine
    correspondence.


 


However,
please do send us the following important documents:


 


	 	●	key
    substantive pleadings such as the complaint and responsive pleadings, motions to dismiss, summary judgment or other dispositive
    motions, and key rulings and orders by the court;
	 	 	 
	 	●	key
    documents related to any material event or change in the Patent Assets and Claims;
	 	 	 
	 	●	any
    documents related to possible settlement or other resolution of the Claims, including copies of settlement agreements regarding
    the Claims and other agreements with third parties resulting in or from the monetization of the Patent Assets; and
	 	 	 
	 	●	any
    scheduling order or other documents that relate to timing of potential resolution of the Claims.


 


Quarterly
Matter Monitoring Report


 


In
addition to the general principles of disclosure outlined herein, you will be required to provide us with a quarterly Matter Monitoring
Reports (the “Monitoring Report”) within 21 days after the end of each calendar quarter-end (“Quarter
Reporting Date”).


 


We
understand that material developments may arise in the Patent Assets and Claims between Quarter Reporting Dates. Accordingly and
as more particularly described in the Proceeds Investment Agreement, please update us if there are material developments in the
Patent Assets and Claims, as and when they occur.


 


Financial
Statements 


 


DSS
shall provide INVESTOR copies of its annual audited and quarterly unaudited financial statements. Such financial statements shall
reflect DSS’ adequate capitalization for the duration of the length of the litigation process. Such annual audited financial
statements shall be provided to INVESTOR within one hundred twenty (120) days following the end of the prior fiscal year and unaudited
quarterly financial statements shall be provided to INVESTOR within sixty (60) days following the end of the relevant quarter.


 






    	27



    	 



    







 


ANNEX
B


 


Funding
Percentages of Investment


 


	Investor	 	Funding Percentage (%)	 
	 	 	 	 	 
	Brickell Key Investments LP	 	 	100	 




 



    	28



    	 



    

 


ANNEX
C


 


Investment
Amount Allocation


 


	Amount	 	 	Disbursement Date	 	Account Information
	$	[*]	 	 	On the Closing Date	 	[*]
	$	[*]	 	 	On the Closing Date	 	[*]



 


[*]
Confidential treatment requested; certain information omitted and filed separately with the SEC.


 



    	29



    	 



    







 


ANNEX
D


 


Uses
of Investment


 


1.
$[*] to acquire the Patent Assets (to be purchased at no more than a [*]% subordinated interest in the relevant Patent Asset Proceeds
to be granted to seller);


 


2.
$[*] for Attorneys’ Fees (Attorneys to agree to be compensated at [*]% of standard hourly rates capped at $[*], plus a success
fee;


 


3.
$[*] for out of pocket expenses (capped by Attorneys) to be held in escrow for payment of Claims Costs and Expenses (other than
Attorneys’ fees); and


 


4.
$4,500,000.00 for Working Capital and Inter Partes Review costs.


 


[*]
Confidential treatment requested; certain information omitted and filed separately with the SEC.


 



    	30



    	 



    







 


ANNEX
E


 


List
of Perfection Documents


 


UCC–1
Financing Statements covering the following:


 


DSS
grants and assigns to INVESTOR a senior security interest in the Claims, the Patent Assets and the Patent Assets Proceeds (whether
now existing or hereafter from time to time arising or acquired pursuant to Section 2.4) in order to secure payment to INVESTOR
of INVESTOR’s Minimum Return and Additional Return.


 



    	31



    	 



    







 


ANNEX
F


 


Form
of Warrant


 



    	32