Exhibit
10.28


 


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


 


PATENT
PURCHASE AGREEMENT


 


This
PATENT PURCHASE AGREEMENT (“Agreement”) is entered into, as of the Effective Date (defined below), by and between
Document Security Systems, Inc., having a place of business at 200 Canal View Blvd., Suite 300, Rochester, NY 14623 (hereinafter
“DSS”), and, Intellectual Discovery Co. Ltd., a Korean corporation, having an address of 10 Golden Tower Bldg.
#511 Samseong-ro, Gangnam-gu, Seoul, 06158 Korea, (hereinafter “ID”). DSS and ID (each individually, a “Party”,
and collectively, the “Parties”) hereby agree as follows:


 


Recitals


 


DSS
wishes to purchase from ID, and ID wishes to sell to DSS, all worldwide right, title and interest in the PATENTS (defined below),
in accordance with the terms and conditions set forth herein.


 


In
consideration of the premises and mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged,
the Parties hereto agree as follows:


 


Agreement


 


		1.	Definitions



 


1.1       “Affiliate”
of a Person means any other Person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such Person. The term “control” (including the terms “controlled by”
and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


1.2       “PATENTS”
means the U.S. and foreign patents, patent applications and invention disclosures listed in Exhibit A, and, any reissues, reexaminations,
extensions, continuations, continuations-in-part, continuing patent applications, and divisions thereof and foreign counterparts
of the foregoing as well as all rights therein provided by multinational treaties or conventions, if any, including any and all
family members (U.S. and foreign) and any and all patents and pending applications containing a terminal disclaimer to any of
the PATENTS.


 


1.3       “Confidential Information” means (a) the contents, nature, conditions, results, form, existence of, parties
to and terms of this Agreement, (b) all correspondence of a confidential nature relating to this Agreement that is received by
one Party the (“Receiving Party”) from the other Party the (“Disclosing Party”), and (c)
any trade secret, privileged or work product information of Disclosing Party contained in the Prosecution History and Patent Evaluation
Files.


 




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1.4       “Effective Date” means the later of the dates on which DSS and ID execute this Agreement, as indicated
on the signature page below.


 


1.5       “Executed Assignment” means an executed Assignment of PATENTS substantially in the form attached hereto
as Exhibit D, signed by a duly authorized representative of ID.


 


1.6       “Lien” means any lien, license, covenant, pledge, hypothecation, charge, mortgage, security interest, encumbrance,
equitable interest, right of possession, lease, option, right of first refusal, preemptive right, imperfection of title, or transfer
restriction or condition or any claim for any of the foregoing.


 


1.7       “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental
authority, unincorporated organization, trust, association or other entity.


 


1.8       “List of Prosecution Counsel” means a list setting forth, for each PATENTS, the name, address, e-mail address,
telephone number and other contact information of the prosecution counsel who evaluated, prepared, or prosecuted the PATENTS on
behalf of ID, and/or who is currently involved in maintaining registrations of the PATENTS on behalf of ID.


 


1.9       “Prosecution History and Patent Evaluation Files” means all tangible and electronic files, documents and
tangible materials, as those terms have been interpreted pursuant to rules and laws governing the production of documents and
materials, constituting, comprising or relating to the investigation, evaluation, preparation, prosecution, maintenance, defense,
filing, issuance, registration, assertion or enforcement of the PATENTS, including but not limited to, invention disclosures,
claim charts or evidence of use charts or equivalent documents, drafts of complaints, copies of assertion or demand letters, lists
identifying potential infringers or potential licensees, correspondence inviting third parties to take a license, agreements with
third parties regarding licensing or enforcement programs, communications from third parties who have been targets of licensing
or enforcement efforts, financial models or damages models or calculations, lists of prospective witnesses and consultants (including
technical or economic experts) who are or could be involved in enforcement or licensing efforts.


 


1.10       “Transmitted Copy” means a copy of this Agreement bearing a signature of a Party that is reproduced or
transmitted via email of a .pdf file, photocopy, facsimile, or other process of complete and accurate reproduction and transmission.


 


		2.	Assignment,
                                         Transmittal and Payment



 


2.1       Assignment.
As of the Effective Date, ID hereby sells, assigns and transfers to DSS, its permitted successors or designate and assigns the
entire right, title and interest in and to the PATENTS as well as the right, if any, to register, prosecute, maintain and defend
the PATENTS before any public or private agency, office or registrar.


 




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2.2       Delivery.


 


(a)       No
later than the Effective Date, ID shall (i) execute and deliver to DSS an Executed Assignment assigning to DSS all PATENTS, together
with a List of Prosecution Counsel for the PATENTS and (ii) send to DSS, via Federal Express or other reliable overnight delivery
service, by hand delivery or electronic mail, complete copies of the Prosecution History and Patent Evaluation Files in the possession
of ID (or in its counsel’s possession) for the PATENTS, including, without limitation, any original hard copies of the certificates
of patent (to the extent in ID’s or its counsel’s possession) or an attestation that the original PATENTS are lost.
For the avoidance of doubt, ID has no obligation to deliver or generate documents or information that are not in ID’s or
its legal counsel’s possession or control.


 


(b)       The
Parties agree that: (i) this Agreement provides the Parties with a common interest in potential enforcement of the PATENTS through
litigation and other activities, (ii) ID’s transfer of documents regarding the prosecution of the PATENTS (including, without
limitation, any Prosecution History and Patent Evaluation Files) to DSS furthers that common interest, and (iii) the Parties do
not intend such transfer to waive any privilege that applies to such documents.


 


2.3       Purchase
Price and Payment.


 


(a)        Purchase
Price.As consideration for the sale, assignment and transfer to DSS of the Patent Assets as set forth in Section 2.1,
DSS shall pay to ID One Million and Five Hundred Thousand Dollars ($1,500,000 U.S.) payable by wire transfer to ID’s designated
account below within five (5) days of the Effective Date (the “Purchase Price”).


 


(b)       Additional Contingent Payments. In addition to the Purchase Price, Seller shall
receive an ongoing ten percent (10%) share of Net Income received by DSS as a direct result of monetization programs carried out
with respect to the PATENTS (“Proceeds Interest”). For the purposes of this Agreement, Net Income shall be defined
as gross revenues (such gross revenues being expressly subject to the prior payment of Preferred Revenue as provided by Section
2.3(c)) received by DSS from such monetization programs less expenses associated with the monetization programs including, without
limitation, payments made to experts and consultants as well as other expenses associated with litigation and trial, but only
to the extent such expenses are not covered by the initial investor’s investment. Payment of the Proceeds Interest is expressly
subject to the preference in favor of DSS’s investors pursuant to Section 2.3(c). Payment of any Proceeds Interest shall
be made to ID within thirty (30) days after receipt of income from the monetization programs, and such payments shall be made
by wire transfer to ID’s bank account listed below.


 




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Bank
Name: Woori Bank Sernreung Banking Center


Bank
Address: 701-2, Yeoksam-dong, Gangnam-gu, Seoul, 135-080 Korea


Account
name: Intellectual Discovery Co., Ltd


Account
number: 1005-101-837280


SWIFT
Code: HVBKKRSEXXX


 


(b)       RESERVED.


 


(c)       It
is expressly acknowledged that DSS’s investor(s) have a preference of a minimum return on its/their initial investment referred
to herein as “Preferred Revenue” generated through the monetization programs of the PATENTS. Preferred Revenue
will be recouped to the investor(s) with first priority before any compensation (including the Ongoing Interest) is paid to ID.
ID acknowledges and agrees that ID is not entitled to a share of the Preferred Revenue. ID shall be entitled to payment of the
Ongoing Interest only after DSS’s investor(s) have been paid all Preferred Revenue to which it/they are entitled under the
applicable agreements between DSS and such investor(s).


 


(d)       DSS
shall provide ID with a quarterly written statement setting out details of any Net Income that has been generated during the preceding
three months. The written statement shall provide sufficient information and detail to enable ID to properly calculate the Net
Income, Taxes and Payment & Expense, and to determine whether any amounts identified as Taxes or Payment & Expense have
been properly identified as Taxes or Payment & Expense. The quarterly statement shall also include monetization program progress
and update report. The progress and update report may be provided to ID more frequently than quarterly at the discretion of the
DSS. Notwithstanding anything to the contrary in this Agreement, DSS is not obligated to disclose any information to ID that is
covered by a litigation protective order or otherwise protected by the attorney-client privilege, or that would result in a breach
of any legally binding confidentiality agreements entered into prior to the execution of this Agreement. Where an agreement is
entered into by DSS with a third party as a result of litigation including settlements or a licensing program after the execution
of this Agreement, DSS shall provide sufficient details of the agreement to ID or its professional representative(s) so long as
DSS is not legally precluded from doing so by the terms of any such settlement or licensing program. The details of the agreement
shall not include confidential information. Statements shall be due on the last day of January, April, July and October of every
year. Statements shall reflect the source of the Net Income, the gross receipts, and any withholdings or deductions. DSS shall
maintain accurate records and accounts to be kept and held available for inspection by ID on reasonable notice but not more than
once during any calendar year for a period of not less than five years from the end of the year in which the relevant patent transaction
was executed or Net Incomes became due, as the case may be.


 


2.4       Taxes
and Fees.


 


(a)
       ID shall be responsible for all invoices, expenses, and fees pending to outside prosecution
counsel or agents existing on the Effective Date.


 




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(b)       
DSS
shall be responsible for all taxes and fees relating to purchase of the PATENTS, if any, other than income taxes imposed on ID,
and no part of taxes and fees relating to such purchase shall be deducted from the amount payable to ID under Section 2.3 (a),
which such said amounts are to be net to ID.


 


(c)       
DSS shall pay withholding tax only as required under applicable law on payments made to ID hereunder and shall be required to
remit to ID only the net proceeds thereof. DSS agrees to remit in a timely manner the taxes withheld to the appropriate government
authority. Furthermore; (i) DSS shall furnish ID with documentation evidencing such withholding taxes within sixty (60) days after
such tax has been withheld from a payment; and (ii) to the extent that there is an applicable treaty that provides for a reduction
of such taxes, DSS shall fully cooperate in seeking such waiver or reduction and promptly complete and/or file any and all pertinent
documents. ID and DSS shall cooperate with one another to the extent reasonably requested and legally permitted to minimize any
such Taxes.


 


2.5       
Assignment of Additional Rights. The rights, title and interest assigned pursuant to Section 2.1 shall include, without
limitation, and ID hereby also sells, assigns, transfers, and conveys to DSS, effective as of the Effective Date, all of ID’s
right, title and interest in and to:


 


(a)       any
causes of action (whether currently pending, filed or otherwise) and all other enforcement rights and rights to remedies under,
on account of, or related to, any Patents, including, without limitation, all causes of action and other enforcement rights for
(i) damages, (ii) injunctive relief, and (iii) other remedies of any kind for past, current and future infringement, misappropriation
of violation of rights and all rights to sue for any of the foregoing;


 


(b)
       DSS has the sole desecration to determine the monetization program of the Patents, including
but not limited to litigation targets, settlement of litigation, and sale of the Patents to a third party;


 


(c)
       all rights to collect past and future royalties and other payments under, on account
of, or related to any of the PATENTS and/or the foregoing clause (a); and


 


(d)       all
other rights and interests worldwide, arising out of, in connection with or in relation to the PATENTS.


 


2.6
ID’s PATENTS Buyback Rights. In the event that DSS does not file a lawsuit, enter into any legal action, or initiate
license activities, such as but not limited to, license discussions, under the monetization programs prior to the third (3rd)
anniversary of the Effective Date (“the Start Date”), ID shall, for a limited period of sixty (60) days commencing
on the Start Date (the “Option Availability Period”), have the option to buyback the purchased PATENTS for the sum
of Three Million United States Dollars (U.S. $3,000,000.00) plus reasonable expenses incurred by DSS but less any withholdings
under provisions of this Agreement (the “Buy Back Option”). The Option Availability Period may be extended by the
Parties by mutual written agreement. ID’s right under this section is automatically terminated if any activity related to
the monetization programs is initiated by DSS prior to the third anniversary of the Effective Date.​ Upon exercise of the
Buy Back Option, ID shall assume all responsibilities for all Taxes and Fees set forth in Section 2.4 hereof.


 




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		3.	Additional
                                         Obligations



 


3.1       Further
Cooperation. At the request of DSS, ID will promptly (i) execute or assign (as the case may be) and (ii) deliver such documents
and instruments, and do and perform such other acts and things, as may be reasonably necessary or desirable for effecting completely
the consummation of the transactions contemplated hereby, including, without limitation, providing access to documentation relating
to the PATENTS in possession of ID or its Affiliates and causing the inventors of the PATENTS to execute such documents and instruments,
in each case, as reasonably necessary or desirable for fully perfecting and conveying unto DSS the benefit of the transactions
contemplated hereby. ID hereby appoints DSS as its limited attorney in fact, and hereby authorizes DSS to execute a Power of Attorney
form on its behalf for use in any jurisdiction in which DSS may wish to have the PATENTS registered, sufficient in scope for DSS
to have such assignment registered with the applicable government authorities.


 


3.2       Mutual
Cooperation. ID agrees to cooperate with DSS, at DSS’s expense, as reasonably requested by DSS regarding any issue arising
during the maintenance and/or enforcement of any PATENTS, including, without limitation, execution of any and all necessary documents,
answers to technical questions, and other matters that arise in connection therewith.


 


3.3       No
Challenge. ID shall not (a) challenge or knowingly assist any person or entity in challenging the validity of the PATENTS,
(b) request or knowingly assist any person or entity in requesting any interference, reexamination, opposition, or other similar
judicial or court action or proceeding or challenge against the PATENTS, or (c) take any actions or knowingly assist any person
or entity in taking any other actions inconsistent with DSS’s ownership of or exercise of DSS’s rights under the PATENTS.
Nothing herein is intended to preclude ID from complying with any applicable subpoena or court order, provided that ID (to the
extent it is legally permitted to do so) shall promptly notify DSS of any such subpoena or court order and provide reasonable
cooperation to DSS in order to permit DSS to object to such subpoena or court order as desired by DSS.


 


3.4       Payment
of Fees. Notwithstanding the assignment to DSS of the PATENTS pursuant to this Agreement, ID agrees to pay in a timely manner
all maintenance fees, annuities and other similar payments that are due or payable as of the Effective Date to the USPTO or any
foreign patent office in the case of the PATENTS, and that come due within ninety (90) days after the Effective Date. DSS, within
thirty (30) days of receiving notice from ID of any maintenance fees, annuities and other similar payments made by ID after the
Effective Date, shall reimburse ID for any such fees or expenses paid by ID during the ninety (90) day period following the Effective
Date.


 




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3.5       No
Additional Grants. From and after the Effective Date, ID shall not, and shall cause its Affiliates to not, grant any license,
sublicense, covenant not to sue, release, waiver, immunity, authorization, option, right of negotiation or refusal or other rights
under or with respect to any of the PATENTS. From and after the Effective Date, neither ID nor any of their Affiliates shall attempt
to assert any of the PATENTS against any other person or entity.


 


		4.	Representations,
                                         Warranties, and Limitations of Liability



 


4.1       ID’s
Representations and Warranties. ID hereby represents and warrants to DSS that as of the Effective Date, with respect to PATENTS:


 


(a)       Authority.
ID and its signatories have the full power and authority to enter into this Agreement and ID has the full power and authority
to carry out its obligations hereunder, including, without limitation, the assignment of the PATENTS to DSS.


 


(b)       Title
and Contest. ID is the exclusive legal and beneficial owner of and has good and marketable title to the PATENTS, including,
without limitation, all right, title, and interest to sue for past, present and future infringement thereof. ID have obtained
and properly recorded previously executed assignments for the PATENTS as necessary to fully perfect its rights and title therein
in accordance with governing law and regulations in each respective jurisdiction.


 


(c)       Liens.
Except for any rights, licenses or covenants granted under the Existing License Agreements, the PATENTS are, and as of the effectiveness
of the assignment of each PATENTS to DSS will be, free and clear of all Liens. There are no existing contracts, agreements, options,
commitments, or rights with, to, or in any person to acquire any of the PATENTS. ID is not aware of any actions, suits, investigations,
claims, or proceedings threatened, pending, or in progress relating in any way to the PATENTS.


 


(d)       Existing
Licenses. Exhibit C sets forth a complete and accurate list of the agreements under which any rights, licenses or covenants
not to sue have been granted to any third party under any of the PATENTS (“Existing License Agreements”). None
of the PATENTS is subject to any express or implied licensing obligations owed to any standards body or any similar organization.


 


(e)       Restrictions
on Rights. ID is not aware of any restrictions on DSS’ enforcement or enjoyment of the PATENTS as a result of any prior
transaction related to PATENTS.


 


(f)       Validity
and Enforceability. To ID’s knowledge, the PATENTS are not invalid or unenforceable under applicable law. For the avoidance
of doubt, in no event shall this provision be interpreted as ID’s warranty of validity or enforceability of any of the PATENTS.
None of the PATENTS has ever been found invalid or unenforceable, in whole or in part, for any reason in any administrative, arbitration,
judicial or other proceeding, and ID has not received notice from any third party threatening the filing of any such proceeding.


 




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(g)       Conduct.
ID, their Affiliates and its officers, directors, employees, agents, or other representatives (“Representatives”)
have not engaged in any conduct, or, to ID’s knowledge, omitted to perform any necessary act, the result of which could
render any PATENTS, invalid, unenforceable, abandoned or cancelled, including, without limitation, any misrepresentation of ID’s
patent rights to a standard-setting organization.


 


(h)       Enforcement.
None of the PATENTS has been asserted by ID against any third party in a manner in which the third party has been accused of infringing
one or more of the PATENTS.


 


(i)       Patent
Office Proceedings. None of the PATENTS is a subject of any reexamination, reissue, interference proceeding, inter parties
review, or any similar proceeding, and no such proceedings are known by ID to be pending or threatened.


 


(j)       Fees.
All maintenance fees, annuities and other similar payments that have been due or payable with respect to the PATENTS have been
timely paid. Exhibit B sets forth a complete and accurate list of all maintenance fees, annuities and other similar payments
with respect to the PATENTS that will become due or payable within ninety (90) days after the Effective Date.


 


(k)       
No
Conflicts or Licenses.To ID’s knowledge, other than the Existing License Agreements set forth in Exhibit C,
there are no existing agreements, options, commitments, understandings, rights, authorizations, licenses, covenants immunities,
releases, standstills or waivers (whether implied or express, written or oral) that exist in favor of any person or entity, or
that have been granted, conveyed, or promised to any person or entity, to acquire, license or otherwise obtain any right, title,
or interest with respect to any of the PATENTS (whether by ID, any prior owner or any other person or entity), whether implied
or express, written or oral. The Existing License Agreements set forth in Exhibit C do not conflict and will not frustrate
any rights of DSS set forth in this Agreement.


 


4.2       Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SUBJECT MATTER
OF THIS AGREEMENT. WITHOUT LIMITING THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ID EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES
OF FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, MERCHANTABILITY AND NON-INFRINGEMENT WITH RESPECT TO THE PATENTS.


 




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4.3       Limitation
of Liability. EXCEPT (a) in the event of ID’S fraud or (b) WITH RESPECT
TO any BREACH BY ID OF (I) ITS CONFIDENTIALITY OBLIGATIONS UNDER Section 5.2 or (ii) any representation or warranty set forth
in Section 4.1, ID’S total LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED Three MILLION U.S. DOLLARS (U.S. $3,000,000.00).
EXCEPT (A) in the event of DSS’s fraud or (B) WITH RESPECT TO any BREACH
BY DSS OF ITS CONFIDENTIALITY OBLIGATIONS UNDER Section 5.2, DSS’s
total LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED three MILLION U.S. DOLLARS (U.S.
$3,000,000.00). THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH IN THIS Section WERE AN ESSENTIAL
ELEMENT IN entering into THIS AGREEMENT.


 


4.4       Limitation
on Non-Direct Damages. EXCEPT in the event of ID’S or DSS’s
fraud or of any BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER Section 5.2
or a breach by id of any representation or warranty under section 4.1, NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER
IN CONTRACT, WARRANTY, TORT (INCLUDING, without limitation, NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE
(WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY), FOR ANY INCIDENTAL, INDIRECT OR
CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM
OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH IN THIS Section WERE AN ESSENTIAL ELEMENT IN entering
into THIS AGREEMENT.


 


		5.	Miscellaneous



 


5.1       Compliance
With Laws. Notwithstanding anything contained in this Agreement to the contrary, the obligations of the Parties with respect
to the consummation of the transactions contemplated by this Agreement shall be subject to all laws, present and future, of any
government having jurisdiction over the Parties and this transaction, and to orders, regulations, directions or requests of any
such government.


 




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5.2       Confidentiality.
Each Party, as Receiving Party, shall keep confidential the Confidential Information of Disclosing Party and neither Party, as
Receiving Party, shall now or hereafter have the right to disclose such Confidential Information to any third party except: (a)
with the prior written consent of the Disclosing Party, (b) as may be required by applicable law, regulation or order of a governmental
authority or court of competent jurisdiction, (c) in confidence to the professional legal and financial counsel representing Receiving
Party, or (d) in confidence to any party covered by the releases, licenses or covenants granted herein. Confidential Information
shall not include any information that (i) has become publicly available through no fault of Receiving Party, (ii) was rightfully
in Receiving Party’s possession before receipt from Disclosing Party; (iii) becomes rightfully known to Receiving Party
without obligations of confidentiality from a source other than Disclosing Party that is not subject to a duty of confidentiality
with respect to such information; or (iv) is independently developed by Receiving Party without any use of, access to or reference
to any Confidential Information of Disclosing Party. With respect to the foregoing clause (b), Receiving Party shall, to the extent
legally permissible, provide Disclosing Party with prior written notice of such applicable law, regulation or order and, at the
request of Disclosing Party, use reasonable efforts to limit the disclosure of the Confidential Information and to obtain a protective
order.


 


5.3       Publicity.
Notwithstanding the foregoing, neither Party shall, without the prior written approval of the other Party, advertise or otherwise
publicize, in a press release or otherwise, the terms of this Agreement or any other aspect of the relationship between the Parties
under this Agreement. For the avoidance of doubt, each of the Parties acknowledges and agrees that (a) the recording of the Executed
Assignment by or on behalf of DSS or (b) disclosure of this Agreement in order to comply with applicable securities laws shall
not constitute a breach of this Agreement by DSS.


 


5.4       Governing
Law and Jurisdiction. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws
of the State of New York, without reference to its choice of law principles to the contrary. ALL DISPUTES AND LITIGATION ARISING
OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING MATTERS CONNECTED WITH ITS PERFORMANCE, ARE SUBJECT TO THE EXCLUSIVE JURISDICTION
OF THE FEDERAL AND STATE COURTS OF THE STATE OF NEW YORK LOCATED IN MANHATTAN, NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS
TO THE PERSONAL JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVES ALL OBJECTIONS TO SUCH VENUE.


 


5.5       Notices.
All notices given hereunder will be given in writing (in English or with an English translation), will refer to DSS and to ID
and to this Agreement and will be: (a) personally delivered, (b) delivered postage prepaid by an internationally recognized express
courier service, or (c) sent postage prepaid registered or certified U.S. mail (return receipt requested) to the address set forth
below:


 


	 	If
        to DSS:

        Attn:
        General Counsel

        200
        Canal View Blvd., Suite 300

        Rochester,
        New York 14623
	 	If
        to ID:

        Attn:
General Counsel 

        Intellectual
        Discovery Co. Ltd.

        10
        Golden Tower Bldg. #511 Samseong-ro,

        Gangnam-gu,
        Seoul, 06158 Korea



 




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Notices
are deemed given on the date of receipt by the receiving Party. Either Party may from time to time change its address for notices
under this Agreement by giving the other Party written notice of such change in accordance with this Section 5.5.


 


5.6       Relationship
of Parties. The Parties hereto are independent contractors. Nothing in this Agreement will be construed to create a partnership,
joint venture, franchise, fiduciary, employment or agency relationship between the Parties. Neither Party has any express or implied
authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking
with any third party. Each Party expressly disclaims any reliance on any act, word, or deed of the other Party in entering into
this Agreement.


 


5.7       Equitable
Relief. Each Party acknowledges and agrees that damages alone would be insufficient to compensate the other Party for a breach
of this Agreement and that irreparable harm would result from a breach of this Agreement. Each Party hereby consents to the entering
of an order for injunctive relief to prevent a breach or further breach, and the entering of an order for specific performance
to compel performance of any obligations under this Agreement.


 


5.8       Severability.
If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full
force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate
the intent of the Parties.


 


5.9       No
Waiver. Failure by either Party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of
that or any other term in this Agreement or any other agreement that may be in place between the Parties.


 


5.10       
Effect of Due Diligence. DSS’s rights with respect to any breach of any representation or warranty or the failure of
any representation or warranty to be true, correct and complete as of the Effective Date or the failure to perform any covenant
shall not be diminished or otherwise affected in any way as a result of the existence of DSS’s or any of its Affiliates’
or Representatives’ knowledge of such breach, untruth or nonperformance as of the Effective Date , regardless of whether
such knowledge exists as a result of investigation by DSS or any of its Affiliates or Representatives or as a result of disclosure
by ID or any other person or entity, unless such disclosure is set forth in this Agreement or in an Exhibit to this Agreement.


 


5.11       
No License. Except as set forth specifically in this Agreement with respect to the PATENTS, nothing contained in this Agreement
shall be construed as conferring any right to a license or to otherwise use any patent, patent application, trademark, service
name, service mark, trade dress, trade secret or other intellectual property belonging to DSS or ID.


 




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5.12       
Complete Agreement. This Agreement, , including, without limitation, any and all exhibits attached hereto and thereto, along
with a related Patent License Agreement between the Parties executed contemporaneously with this Agreement, constitute the entire
agreement between the Parties with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous
agreements, understandings, negotiations, and discussions. Neither of the Parties will be bound by any conditions, definitions,
warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein.
The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement. Each Party and counsel have reviewed and approved this Agreement, and accordingly any presumption
or rule of construction permitting ambiguities to be resolved against the drafting Party shall not be employed in the interpretation
or application of this Agreement. No oral explanation or oral information by either Party hereto will alter the meaning or interpretation
of this Agreement. No amendments or modifications to this Agreement, or any rights or obligations hereunder, will be effective
unless in writing signed by authorized representatives of both Parties.


 


5.13       
Assignment. Both Parties may assign, sell, transfer, delegate and otherwise dispose of, whether voluntarily or involuntarily,
and by operation of law and otherwise, this Agreement and any of its rights and obligations hereunder without the prior written
consent of the other Party. However, within thirty (30) days of such assignment the assigning Party shall notify the other Party
of the assignment.


 


5.14       
Waiver. No waiver of any provision shall be binding in any event unless executed in writing by the Party waiving its rights
under this Agreement.


 


5.15       
Counterparts; Electronic Signature; Delivery Mechanics. This Agreement may be executed in separate counterparts, each of which
will be deemed an original, and all of which together constitute one and the same instrument. Each Party will execute and promptly
deliver to the other Party a copy of this Agreement bearing an original signature. Prior to such delivery, in order to expedite
the process of entering into this Agreement, the Parties acknowledge that a Transmitted Copy of this Agreement signed via facsimile
or E-mail PDF will be deemed an original document.


 


5.16       
Expenses. Except as expressly provided in this Agreement, each Party shall bear its own costs and expenses in connection with
this Agreement and the transactions contemplated hereby, including, without limitation, all legal, accounting, financial advisory,
consulting and all other fees and expenses of third parties, whether or not the transactions contemplated hereby are consummated.


 


5.17       
Term. This Agreement shall become effective as of the Effective Date and shall continue in effect perpetually.


 




    	12



    	 



    

 


In
witness whereof, intending to be legally bound, the Parties have executed this Agreement as of the Effective Date.


 


	ID:	 	 	DSS:	 
	 	 	 	 	 
	By:	/s/
    Donghyun Shim 	 	By:	/s/
    Jeffrey Ronaldi 
	Name:	Donghyun
    Shim 	 	Name:	Jeffrey
    Ronaldi 
	Title:	Executive
    Director 	 	Title:	Chief
    Executive Officer 
	Date:	November
    8, 2016 	 	Date:	November
    10, 2016 


 




    	13



    	 



    

 


EXHIBIT
A - Listed PATENTS


 


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


  


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


 




    	 



    	 



    


 


EXHIBIT
B — Maintenance Fees


 


	No.	 	Patent
    No.	 	Country	 	Status	 	Title	 	Due
    Date of Fee	 	Currency	 	Maintenance
    Fee
	1	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	663.58
	2	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	312.58
	3	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	994.01
	4	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	3,600.00
	5	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	219.81
	6	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	3,600.00
	7	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	987.59
	8	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	323.91
	9	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	461.65
	10	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	161.40
	11	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	1,296.71
	12	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	591.33
	13	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	USD	 	7,400.00


 


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


 




    	 



    	 



    

 


EXHIBIT
C 


Existing
License Agreements


 


Existing
Licenses


 


[*]


 


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


 




    	 



    	 



    

 


EXHIBIT
D


 


ASSIGNMENT
OF PATENT RIGHTS


 


This
patent assignment (“Assignment”) is entered into as of November 10, 2016 (the “Assignment Date”)
between Intellectual Discovery Co. Ltd., with a principal place of business at 10 Golden Tower Bldg. 144-17, Samsung-dong, Gangnam-gu,
Seoul, Korea (“ID”) (the “Assignor”), and Document Security Systems, Inc., having a principal place
of business at 200 Canal View Blvd., Suite 300, Rochester, New York 14623 (“Assignee”).


 


Whereas,
the Assignor and Assignee have entered into a certain [Patent Purchase Agreement] dated November 10, 2016 (the “Agreement”)
under which, among other things, Assignor assigns to Assignee all worldwide right, title and interest in and to (i) all patents
and patent applications in the name of or owned by Assignor identified and set forth on Appendix A attached hereto, (ii) the invention
disclosures identified and set forth on Appendix A attached hereto, and (iii) with respect to (i) and (ii), all national (of any
country of origin) and multinational patents, patent applications and provisional patent applications, and reissues, divisions,
continuations, continuations-in-part, continuing patent applications, extensions and reexaminations thereof, and all rights therein
provided by multinational treaties or conventions (such patents and patent applications, the “PATENTS”); and


 


Whereas,
pursuant to the Agreement, Assignor wishes to assign to Assignee, and Assignee wishes to acquire from Assignor, all worldwide
right, title and interest in and to the PATENTS.


 


For
good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.       Pursuant
to and subject to the terms and conditions of this Agreement, Assignor, does hereby irrevocably sell, assign, transfer, and convey
unto Assignee, or Assignee’s designees, all of Assignor’s right title and interest in and to the PATENTS, together
with:


 


(a)the
right, if any, to register, prosecute, maintain and defend the PATENTS before any public or private agency, office or registrar;


 


(b)
all rights of cooperation that have been pledged or assigned to Assignor with respect to the PATENTS; (c)the right to
sue and bring any causes of action (whether currently pending, filed or otherwise) and all other enforcement rights and rights
to remedies under, on account of, or related to any of the PATENTS and/or any item in any of the foregoing categories including,
without limitation, all causes of action and other enforcement rights for (i) damages, (ii) injunctive relief, and (iii) other
remedies of any kind for past, current and future infringement, misappropriation or violation of rights and all rights to sue
for any of the foregoing; and


 


(c)all
rights to collect royalties and other payments under or on account of any of the PATENTS, as well as all rights to assign or sell
an interest in such royalties or other payments to third parties.


 


2.       Assignor
hereby authorizes the respective patent office or governmental agency in each jurisdiction to issue any and all PATENTS, certificates
of invention, utility models or other governmental grants or issuances that may be granted upon any of the PATENTS in the name
of Assignee, as the assignee to the entire interest therein, to record Assignee as the assignee and owner of the PATENTS and to
deliver to Assignee, and to Assignee’s attorneys, agents, successors or assigns, all official documents and communications
as may be warranted by this Assignment.


 


3.       Assignor shall use best efforts to take actions and execute and deliver documents that Assignee may reasonably request to effect
the terms of this Assignment and to perfect Assignee’s title in and to those PATENTS assigned to it hereunder. In the event
that Assignee is unable for any reason whatsoever to secure Assignor’s signature to any document it is entitled to under
this Assignment, Assignor hereby irrevocably designates and appoints Assignee, and its duly authorized officers and agents, as
Assignor’s agent and attorney-in-fact to act for and on its behalf and instead of it, to execute and file any such document
and to do all other lawfully permitted acts to further the purposes of this Assignment with the same legal force and effect as
if executed by Assignor.


 


4.       This Assignment is intended to effect the assignment of the PATENTS to Assignee as described in the Agreement. To the extent of
any conflict or inconsistency between the terms and conditions of this Assignment and the Agreement, the Agreement shall prevail
and govern the rights and obligations of the Parties hereto and the scope of assignment of the PATENTS.


 


The
terms and conditions of this Assignment will inure to the benefit of Assignee, its successors, assigns, and other legal representatives
consistent with the Agreement between the Parties executed on the same date as this Assignment and will be binding upon Assignor,
its successors, assigns, and other legal representatives.


 




    	 



    	 



    

 


In
witness whereof, intending to be legally bound, the Parties have executed this Assignment as of the Assignment Date.


 


_______________.:


Intellectual
        Discovery Co., Ltd.


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 


 


Document
    Security Systems, Inc.


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 


 




    	 



    	 



    

 


Appendix
to Assignment of Patent Rights – PATENTS


 


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


 


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