Exhibit
10.1


 


SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of September 3, 2021 by and among Document Security
Systems, Inc., a New York Corporation, (the “Company”), and Alset EHome International, Inc. (the “Subscriber”).


 


RECITALS


 


WHEREAS,
the Company and Subscriber are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation
D (“Regulation D”) as promulgated under the Securities Act; 


 


WHEREAS,
the Company has authorized a new issuance of shares of common stock, par value $0.02, of the Company (the “Common Stock”);


 


WHEREAS,
the Subscriber wishes to purchase, and the Company wishes to sell, the Common Stock for a purchase price of $1.234 per share or an aggregate
of $15,000,000 on the terms and conditions set forth herein; and


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


		1.	PURCHASE
                                            AND SALE OF COMMON STOCK.



 


1.1       SUBSCRIPTION.
Subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby
agrees to purchase at the Closing referred to below, 12,155,591 shares of Common Stock (the “Shares”) for a
purchase price of $1.234 per share1 or an aggregate $15,000,000.00 (the “Subscription Price”).


 


1.2       PAYMENT
FOR COMMON STOCK. Subscriber agrees that the Subscription Price to the Company for the Shares is to be made upon submission by check
or by wire transfer to an account designated by the Company. Such funds will be returned promptly, without interest or offset if Purchaser’s
subscription is not accepted by the Company for any reason or no reason.


 


1.3       CLOSING.
The sale and purchase of the Shares under this Subscription Agreement shall be made pursuant to a closing at which the Company will
deliver to Subscriber certificates representing the Common Stock, or in book entry form in lieu of certificates, against payment of the
Subscription Price therefor (the “Closing” and the date thereof, the “Closing Date”). The parties
agree that the delivery of this Agreement and any other documents at the Closing may be completed by means of an exchange of facsimile
signatures with original copies to follow by mail or courier service:


 


		(a)	Closing
                                            Deliveries.



 


		(i)	At
                                            or prior to the Closing, Subscriber shall deliver to the Company



 


		(A)	a
                                            duly executed copy of this Agreement together with the duly executed Investor Questionnaire
                                            in the form attached hereto as Exhibit A, completed to the satisfaction of the Company;
	 	 	 
		(B)	the
                                            Subscription Amount in the manner prescribed by Section 1.2 hereto; and



 


		(ii)	At
                                            or prior to the Closing, the Company shall deliver to Subscriber:



 


		(A)	a
                                            duly executed Officer’s Certificate certifying (A) the Company has performed in all
                                            material respects all obligations required to be performed by it at or prior to or contemporaneously
                                            with the closing under this Agreement, and (B) the representations and warranties of the
                                            Company set forth in Section 2.1 herein were true and correct in all material respects as
                                            of the date of this Agreement and are true and correct in all material respects as of the
                                            applicable Closing; and



 





 



1
Price per share of Common Stock will be at least the “greater of book or market value market price” (i.e. above
market), in accordance with NYSE American Sec 713(a).


 




    	 



     


    

 


		(B)	a
                                            duly executed Secretary’s Certificate certifying (A) the resolutions of the Company’s
                                            Board of Directors approving: (i) this Agreement, the issuance of the Shares and each of
                                            the other agreements and documents entered into or delivered by the parties hereto in connection
                                            with the transactions contemplated hereby or thereby (the “Transaction Documents”)
                                            and (ii) the consummation of the transactions contemplated hereby and thereby.



 


		2.	REPRESENTATIONS
                                            AND WARRANTIES.



 


2.1       REPRESENTATIONS
AND WARRANTIES BY THE COMPANY. The Company represents and warrants to Subscriber, except as and to the extent set forth in the publicly
available reports, schedules, forms, statements and other documents filed by the Company with the Securities Exchange Commission (the
“SEC”), since the fiscal quarter ended June 30, 2021 and before the trading day immediately prior to the date
hereof (the “SEC Reports”), to the extent the relevance of the disclosure is reasonably apparent, as follows,
in each case as of the date hereof to the best of the Company’s knowledge:


 


(a)       Authorization.
The Company has all corporate right, power and authority to enter into this Agreement and the other Transaction Documents and to
consummate the transactions contemplated hereby and thereby. All corporate action on the part of the Company, its directors and stockholders
necessary for the: (i) authorization execution, delivery and performance of the Transaction Documents by the Company; and (ii) authorization,
sale, issuance and delivery of the Shares as contemplated hereby and the performance of the Company’s obligations under the Transaction
Documents. The issuance and sale of the Shares contemplated hereby will not give rise to any preemptive rights or rights of first refusal
on behalf of any person which have not been waived in connection with this transaction contemplated hereby. The Company is not in default
of any other obligations, including any promissory notes or debentures.


 


(b)       Enforceability.
Assuming this Agreement and each other Transaction Document has been duly and validly authorized, executed and delivered by the parties
hereto and thereto other than the Company, each Transaction Document to which the Company is a party has been duly authorized, executed
and delivered by the Company and constitutes the legal, valid and binding obligations of the Company enforceable against the Company
in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and
other similar laws affecting the enforcement of creditors rights generally.


 


(c)       No
Violations. The execution, delivery and performance of this Agreement, the other Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation
of the Company or other organizational documents of the Company, (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree applicable to the Company by which any property or asset of the Company is bound or affected.


 


(d)       Litigation.



 


(i)
To the best knowledge of the Company, there are no legal or governmental proceedings against the Company pending or threatened (in writing)
which could materially adversely affect the business, property, financial condition or operations of the Company or which materially
and adversely questions the validity of this Agreement or any other Transaction Documents or the right of the Company to enter into any
of such agreements, or to consummate the transactions contemplated hereby or thereby. The Company is not a party or subject to the provisions
of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which could materially adversely
affect the business, property, financial condition or operations of the Company. There is no action, suit, proceeding or investigation
by the Company currently pending in any court or before any arbitrator or that the Company intends to initiate.


 


(ii)
To the best knowledge of the Company, there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation
or investigation, proceeding or demand letter pending, or to the knowledge of the Company threatened, against the Company, which if adversely
determined would reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder
or under any other Transaction Document to which the Company is a party. There is no civil, criminal or administrative action, suit,
demand, claim, hearing, notice of violation or investigation, proceeding or demand letter pending, or to the knowledge of the Company
threatened, against or affecting the Company or any of its subsidiaries that, if adversely determined, would reasonably be expected to
have a material adverse effect on the Company and its subsidiaries (taken as a whole). There are no outstanding orders, writs, judgments,
decrees, injunctions or settlements that would reasonably be expected to have a material adverse effect on the Company and its subsidiaries
(taken as a whole).


 




    	 



     


    

 


(e)       Title
to Assets. The Company has good and marketable title to its properties and assets, and good title to its leasehold estates, in each
case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) those resulting from taxes which have not yet
become delinquent; (ii) liens and encumbrances which do not materially detract from the value of the property subject thereto or materially
impair the operations of the Company; and (iii) those that have otherwise arisen in the ordinary course of business. The Company is in
compliance with all material terms of each lease to which it is a party or is otherwise bound.


 


(f)       Capitalization.
The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the SEC Reports and, and all of the
outstanding equity securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. Except
as set forth in the SEC Reports, as defined below, there are no (i) outstanding subscriptions, warrants, options, calls, rights of first
offer, rights of first refusal, tag along rights, drag along rights, subscription rights, conversion rights, exchange rights, or commitments
or rights of any character relating to or entitling any Person to purchase or otherwise acquire any equity securities of the Company
or requiring the Company to issue or sell any equity securities, (ii) obligations or securities convertible into or exchangeable for
shares of any equity securities of the Company or any commitments of any character relating to or entitling any Person to purchase or
otherwise acquire any such obligations or securities, (iii) statutory preemptive rights or preemptive rights granted under the organizational
documents of the Company, or (iv) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect
to the Company. There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect
to the purchase, sale, transfer or voting of the outstanding shares of equity securities of the Company. There are no commitments under
which the Company is obligated to repurchase, redeem, retire or otherwise acquire any equity securities of the Company.


 


(g)       Financial
Statements. The consolidated financial statements of the Company and its subsidiaries (including all notes and schedules thereto)
included or incorporated by reference in the SEC Reports present fairly in all material respects the financial position of such entities
at the dates indicated and the statement of operations, stockholders’ equity and cash flows of, or such other permitted financial
statements for, such entities for the periods specified, and related schedules and notes thereto, and the unaudited financial information
filed with the SEC as part of the SEC Reports, have been prepared in conformity with generally accepted accounting principles, consistently
applied throughout the periods involved, except in the case of unaudited financials which are subject to normal year-end adjustments
and do not contain certain footnotes. Any pro forma financial statements and the related notes thereto included in the SEC Reports present
fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the SEC’s
rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and
subject to such rules and guidelines, the Company believes the assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no
historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the
SEC Reports under the Securities Act or the rules promulgated thereunder.


 


(h)       Investment
Company. The Company is not, and will not become, an “investment company” within the meaning of such term under the Investment
Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.


 


(i)       No
Solicitation. Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby
has conducted any “general solicitation,” as such term is defined in Regulation D promulgated under the Securities Act, with
respect to any of the securities being offered hereby.


 


(j)       Blue
Sky. The Company agrees to file a Form D with respect to the sale of the securities offered hereby under Regulation D of the rules
and regulations promulgated under the Securities Act. The Company shall take such action as the Company shall reasonably determine is
necessary to qualify the securities for sale to the Subscriber pursuant to this Agreement under applicable securities or “blue
sky” laws of the states of the United States (or to obtain an exemption from such qualification).


 


(k)       Non-Contravention.
The execution and delivery of the Transaction Documents, and the consummation by the Company of the transactions contemplated thereby,
does not (i) result in a violation of either the Certificate of Incorporation or By-laws of the Company, or (ii) constitute a default
under (or an event which with notice or lapse of time or both could become a default) or give to others any rights of termination, amendment
or cancellation of, any material agreement, indenture or instrument to which the Company is a party unless the same shall have been waived
or consented to by the other party, or result in a violation of any law, rule, regulation, order, judgment or decree (foreign or domestic
and including federal and state securities laws and regulations) applicable to the Company or by which any material property or asset
of the Company is bound or affected other than any of the foregoing which would not have a Material Adverse Effect (as hereinafter defined).


 


(l)       SEC
Reports; Undisclosed Developments. As of their respective dates, the SEC Reports complied in all material respects with the requirements
of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The Company does not have pending before the SEC any request
for confidential treatment of information. Except for the issuance of the securities contemplated by this Agreement, no event, liability,
fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the
Company or its business, properties, operations, assets or financial condition, that would be required to be disclosed by the Company
under applicable law at the time this representation is made or deemed made that has not been publicly disclosed at least two trading
days prior to the date that this representation is made.


 




    	 



     


    

 


(m)       Absence
of Certain Changes. Subsequent to the respective dates as of which information is given in the most recently filed periodic report
under the Exchange Act: (i) there has not been any event which would reasonably be expected to result in a material adverse effect on
the assets, properties, condition, financial or otherwise, or in the results of operations or business affairs of the Company and its
subsidiaries considered as a whole; (ii) neither the Company nor any of its subsidiaries has sustained any loss or interference with
its assets, businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree which would
reasonably be expected to materially affect the financial results or financial condition of the Company or any of its subsidiaries. Since
the date of the latest balance sheet included in the SEC Reports, neither the Company nor any of its subsidiaries has (A) issued any
securities or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations
incurred in the ordinary course of business, (B) entered into any transaction not in the ordinary course of business or (C) declared
or paid any dividend or made any distribution on any shares of its stock or redeemed, purchased or otherwise acquired or agreed to redeem,
purchase or otherwise acquire any shares of its capital stock.


 


2.2       SURVIVAL
OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall survive the Closing for a period of 12
months and shall be fully enforceable at law or in equity against the Company and the Company’s successors and assigns.


 


2.3       DISCLAIMER.
It is specifically understood and agreed by the Subscriber that the Company has not made, nor by this Agreement shall be construed
to make, directly or indirectly, explicitly or by implication, any representation, warranty, projection, assumption, promise, covenant,
opinion, recommendation or other statement of any kind or nature with respect to the anticipated profits or losses of the Company, except
as otherwise provided with this Agreement.


 


2.4       REPRESENTATIONS
AND WARRANTIES BY SUBSCRIBER. Subscriber represents and warrants to the Company, as of the date hereof, as follows:


 


(a)       Subscriber
is acquiring the Shares for Subscriber’s own account, as principal, for investment purposes only and not with any intention to
resell, distribute or otherwise dispose of the Shares.


 


(b)       Subscriber
has had an unrestricted opportunity to: (i) obtain information concerning the Shares, the Company and its proposed and existing business
and assets; and (ii) ask questions of, and receive answers from the Company concerning information as may have been necessary to verify
the accuracy of the information contained in this Agreement or otherwise provided. Subscriber acknowledges receipt of copies of the SEC
Reports (or access thereto via EDGAR). Neither such inquiries nor any other due diligence investigation conducted by such Subscriber
shall modify, limit or otherwise affect such Subscriber’s right to rely on the Company’s representations and warranties contained
in this Agreement.


 


(c)       Subscriber
is an Accredited Investor, within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and has such knowledge
and experience in financial and business matters that he is capable of evaluating the merits and risks of investing in the Company, and
all information that Subscriber has provided concerning Subscriber, Subscriber’s financial position and knowledge of financial
and business matters is true, correct and complete. Subscriber acknowledges and understands that the Company will rely on the information
provided by Subscriber in this Agreement and in the Subscriber Questionnaire annexed hereto as Exhibit B for purposes of complying
with federal and applicable state securities laws.


 


(d)       Subscriber
has not dealt with a placement in connection with the purchase of the securities offered hereunder and agrees to indemnify and hold the
Company and its officers and directors harmless from any claims for placement agent or similar fees in connection with the transactions
contemplated herein.


 


(e)       Subscriber
is not relying on the Company or any of the Company’s management, officers, employees, agents, consultants or the Company’s
legal counsel with respect to any legal, investment or tax considerations involved in the purchase, ownership and disposition of the
Shares. The Subscriber has relied solely on the advice of, or has consulted with, in regard to the legal, investment and tax considerations
involved in the purchase, ownership and disposition of the Common Stock, Subscriber’s own legal counsel, business and/or investment
adviser, accountant and tax adviser.


 


(f)       Subscriber
understands that the Shares cannot be sold, assigned, transferred, exchanged, hypothecated or pledged, or otherwise disposed of or encumbered
except in accordance with the Securities Act or Exchange Act, and that a market may never exist for the resale of any such securities.
In addition, Subscriber understands that the Shares, have not been registered under the Securities Act, or under any applicable state
securities or blue sky laws or the laws of any other jurisdiction, and cannot be resold unless they are so registered or unless an exemption
from registration is available. Subscriber understands that there is no current plan to register the Shares.


 




    	 



     


    

 


(g)       Subscriber
is willing and able to bear the economic and other risks of an investment in the Company for an indefinite period of time. Subscriber
has read and understands the provisions of this Agreement.


 


(h)       Subscriber
maintains Subscriber’s domicile and is not merely a transient or temporary resident at the residence address shown on the signature
page of this Agreement.


 


(i)       Subscriber
is not participating in the transaction contemplated hereby as a result of or subsequent to: (i) any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or broadcast over television or radio; (ii) any seminar or
meeting whose attendees have been invited by any general solicitation or general advertising; or (iii) any registration statement the
Company may have filed with the SEC.


 


(j)       Subscriber
is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the
case may be. Subscriber has all requisite power and authority to own its properties, to carry on its business as presently conducted,
to enter into and perform the Subscription and the agreements, documents and instruments executed, delivered and/or contemplated hereby
to which it is a party and to carry out the transactions contemplated hereby and thereby. Subscription Documents are valid and binding
obligations of Subscriber, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’
rights generally. If applicable, the execution, delivery and performance of the Subscription Documents to which it is a party have been
duly authorized by all necessary action of Subscriber. The execution, delivery and performance of the Subscription Documents and the
performance of any transactions contemplated by the Subscription Documents will not: (i) violate, conflict with or result in a default
(whether after the giving of notice, lapse of time or both) under any contract or obligation to which Subscriber is a party or by which
it or its assets are bound, or any provision of its organizational documents (if an entity), or cause the creation of any lien or encumbrance
upon any of the assets of Subscriber; (ii) violate, conflict with or result in a default (whether after the giving of notice, lapse of
time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other
governmental agency applicable to Subscriber; (iii) require from Subscriber any notice to, declaration or filing with, or consent or
approval of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws; or (iv)
accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which
Subscriber is a party or by which it is bound.


 


(k)       Subscriber
acknowledges and agrees that the Company intends to raise additional funds, which may be on different terms than the terms of this Agreement
to operate its business and that it will likely suffer dilution as a result thereof.


 


(l)       Subscriber
acknowledges and agrees that the Company will have broad discretion with respect to the use of the proceeds from the purchase of the
Shares, and investors will be relying on the judgment of management regarding the application of these proceeds.


 


(m)       At
the time Subscriber was offered the Shares, it was, and at the date hereof it is, and Subscriber will be, an “accredited investor”
as defined in Rule 501(a) under the Securities Act. Subscriber hereby represents that neither Subscriber nor any of its Rule 506(d) Related
Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement,
“Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification”
provision of Rule 506(d) of the Securities Act.


 


(n)       Subscriber
understands the various risks of an investment in the Company, and has carefully reviewed the various risk factors described in the Company’s
filings with the SEC.


 




    	 



     


    

 


		3.	MISCELLANEOUS.



 


		3.1	INDEMNIFICATION.



 


(a)       Subscriber
will indemnify and hold harmless the Company and its respective officers, directors, members, shareholders, partners, representatives,
employees and agents, successors and assigns against any losses, obligations, claims, damages, liabilities, contingencies, judgments,
fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and
investigation), amounts paid in settlement or expenses, joint or several (collectively, “Company Claims”),
reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending
or threatened, whether or not an indemnified party is or may be a party thereto, to which any of them may become subject insofar as such
Company Claims (or actions or proceedings, whether commenced or threatened, in respect thereof): (i) arise out of or are based upon any
untrue statement or untrue statement of a material fact made by Subscriber and contained in this Agreement; or (ii) arise out of or are
based upon any material breach by the Subscriber of any material representation, warranty, or agreement made by Subscriber contained
herein; provided, however, and notwithstanding anything to the contrary, in no event shall the liability of Subscriber pursuant to this
Section 4.1 exceed the Subscription Price that Subscriber pays pursuant to this Agreement.


 


3.2       The
Company will indemnify and hold harmless Subscriber and Subscriber’s officers, directors, members, shareholders, partners, representatives,
employees and agents, successors and assigns, and each other person, if any, who controls Subscriber within the meaning of the Securities
Act against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including,
without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement
or expenses, joint or several (collectively, “Subscriber Claims”), reasonably incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto, to which any of them may become subject insofar as such Subscriber Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any blue sky application or other document executed
by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction
in order to qualify any or all of the shares of Common Stock under the securities laws thereof (any such application, document or information
herein called a “Blue Sky Application”); (ii) any untrue statement or alleged untrue statement of a material
fact made by the Company in this Agreement; (iii) any breach by the Company of any representation, warranty, or agreement made by it
contained herein; or (iv) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable
to the Company or its agents and relating to action or inaction required of the Company in connection with the transactions contemplated
hereby; and will reimburse such Subscriber or other indemnified person, and each such officer, director or member and each such controlling
person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such claim or action;
provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by such Subscriber or other indemnified party or any such controlling person to the Company.


 


3.3       ADDRESSES
AND NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be
in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via e-mail transmission prior to 5:00 P.M., New York City time, on a trading day, (b) the next trading day after the
date of transmission, if such notice or communication is delivered via e-mail transmission on a day that is not a trading day or
later than 5:00 P.M., New York City time, on any trading day, (c) the trading day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service with next day delivery specified, or (d) upon actual receipt by the party to whom
such notice is required to be given. The address and e-mail address for such notices and communications shall be as
follows:


 


	If
    to the Company to:	Document
                                            Security Systems, Inc.

    6
    Framark Drive

    Victor,
    New York 14564

    Attention:
    Frank Heuszel

    Telephone:
    (585) 325-3610

    Email:
fheuszel@dsssecure.com

	 	 
	With
    copies to:	Sichenzia
                                            Ross Ference LLP

    1185
    Avenue of the Americas, 31st Floor New York,

    New York 10036

    Attention:
    Darrin M. Ocasio

    Facsimile
    No.: (212) 930-9725

    Sichenzia
Email: DMOcasio@SRF.LAW

	 	 
	If
    to the Subscriber:	Alset
                                            EHome International Inc.

    4800
    Montgomery Lane

    Suite
    210

    Bethesda,
    Maryland 20814

    Attention:
    Tung Moe Chan

    Telephone:
    (301) 971-3955 / (301) 971-3940

    Email:
contact@alsetehomeintl.com



 




    	 



     


    

 


Any
such person may by notice given in accordance with this Section 4.3 to the other parties hereto designate another address or person
for receipt by such person of notices hereunder.


 


3.4       TITLES
AND CAPTIONS. TITLES AND CAPTIONS. All Article and Section titles or captions in this Agreement are for convenience only. They shall
not be deemed part of this Agreement and do not in any way define, limit, extend or describe the scope or intent of any provisions hereof.


 


3.5       ASSIGNABILITY.
This Agreement is not transferable or assignable by the undersigned.


 


3.6       PRONOUNS
AND PLURALS. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter
forms. The singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 


3.7       FURTHER
ACTION. The parties shall execute and deliver all documents, provide all information and take or forbear from taking all such action
as may be necessary or appropriate to achieve the purposes of this Agreement. Each party shall bear its own expenses in connection therewith.


 


3.8       APPLICABLE
LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to its
conflict of law rules.


 


3.9       BINDING
EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators,
successors, legal representatives, personal representatives, permitted transferees and permitted assigns. If the undersigned is more
than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators
and successors.


 


3.10       INTEGRATION.
This Agreement, together with the remainder of the Subscription Documents of which this Agreement forms a part, constitutes the entire
agreement among the parties pertaining to the subject matter hereof and supersedes and replaces all prior and contemporaneous agreements
and understandings, whether written or oral, pertaining thereto, including without limitation, the Prior Agreement. No covenant, representation
or condition not expressed in this Agreement shall affect or be deemed to interpret, change or restrict the express provisions hereof.


 


3.11       AMENDMENT.
Neither this Agreement nor any term or provision hereof may be amended, modified, waived or supplemented orally, but only by a written
consent executed by the parties hereto.


 


3.12       CREDITORS. None of the provisions of this Agreement shall be for the benefit of or enforceable by creditors of
any party.


 


3.13       WAIVER.
No failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or
to exercise any right or remedy available upon a breach thereof shall constitute a waiver of any such breach or of such or any other
covenant, agreement, term or condition.


 


3.14       RIGHTS
AND REMEDIES. The rights and remedies of each of the parties hereunder shall be mutually exclusive, and the implementation of one
or more of the provisions of this Agreement shall not preclude the implementation of any other provision.


 


3.15       COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page were an original thereof.


 


SIGNATURES
ON THE FOLLOWING PAGES


 




    	 



     


    

 


As
of the date first written above, Subscriber hereby elects to purchase the Shares in an aggregate subscription amount of $15,000,000 and
executes the Subscription Agreement.


 


	Signature of Subscriber:	 	 
	 	 	 	 
	/s/
    Tung Moe Chan	 	Alset
    EHome International Inc.
	Name:	Tung
    Moe Chan	 	Print
    Name of Subscriber
	Title
    (if entity):	Co-Chief
    Executive Officer	 	 
	SSN
    or EIN	83-1079861	 	 
	 	 	 	 
	Mailing Address of Subscriber:	 	Residence
    of Subscriber
	 	 	 	(if
    different from Mailing Address)
	Alset EHome International Inc.	 	 
	4800 Montgomery Lane, Suite 210	 	 
	Bethesda, Maryland 20814	 	 


 


E-mail
Address: contact@alsetehomeintl.com48


 


If
Joint Ownership, check one:


 


[  ]
Joint Tenants with Right of Survivorship


[  ] Tenants-in-Common


[  ] Tenants by the Entirety


[  ] Community Property


[  ] Other (specify): 


 


Joint
Owner (if applicable):


 


	 	 
	Name:	 	 


 


SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT


 




    	 



     


    

 


	FOREGOING
    SUBSCRIPTION ACCEPTED:	 
	 	 
	DOCUMENT
    SECURITY SYSTEMS, INC.	 
	 	 	 
	By:	/s/
Frank D. Heuszel	 
	Name:
    	Frank
    D. Heuszel	 
	Title:	Chief
    Executive Officer	 


 


SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT


 




    	 



     


    

 


EXHIBIT
A


 


DOCUMENT
SECURITY SYSTEMS, INC.


 


SUBSCRIBER
QUESTIONNAIRE


 


Document
Security Systems, Inc.


6
Framark Drive 

Victor, New York 14564


 


The
information contained herein is being furnished to Document Security Systems, Inc. (the “Company”) in order
for the Company to determine whether the undersigned’s subscription for Common Stock (the “Common Stock”)
therein may be accepted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)
and Regulation D promulgated thereunder (“Regulation D”). The undersigned understands that (i) the Company
will rely upon the following information for purposes of complying with Federal and applicable state securities laws, (ii) none of the
Common Stock will be registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act and Regulation D, and (iii) this questionnaire is not an offer to sell nor the solicitation of an offer to buy
any Common Stock or any other securities, to the undersigned.


 


The
following representations and information are furnished herewith:


 


1.       QUALIFICATION
AS AN ACCREDITED INVESTOR. Please check the categories applicable to you indicating the basis upon which you qualify as an Accredited
Investor for purposes of the Securities Act and Regulation D thereunder.


 


	[  ]	Individual
    with Net Worth In Excess of $1,000,000. A natural person (not an entity) whose net worth, or joint net worth with his or her
    spouse, at the time of purchase exceeds $1,000,000. (Explanation: In calculating your net worth, you must exclude the value of your
    primary residence. This means you must exclude both the equity in your primary residence and any mortgage or other debt secured by
    your primary residence up to the fair market value of your primary residence; provided, however, that any indebtedness secured by
    your primary residence that (i) you have incurred in the 60 day period prior to the date of your subscription to the Company or (ii)
    is in excess of the fair market value of your primary residence should be considered a liability and deducted from your aggregate
    net worth. In calculating your net worth, you may include your equity in personal property and real estate (excluding your primary
    residence), cash, short-term investments, stock and securities. Your inclusion of equity in personal property and real estate (excluding
    your primary residence) should be based on the fair market value of such property less debt secured by such property.)
	 	 
	[   ]	Individual
    with a $200,000 Individual Annual Income. A natural person (not an entity) who had an individual income of more than $200,000
    in each of the preceding two calendar years, and has a reasonable expectation of reaching the same income level in the current year.


 




    	 	A-1	 



     


    

 


	[  ]	 Individual
    with a $300,000 Joint Annual Income. A natural person (not an entity) who had joint income with his or her spouse in excess of
    $300,000 in each of the preceding two calendar years, and has a reasonable expectation of reaching the same income level in the current
    year.
	 	 
	[X]	Corporations
    or Partnerships. A corporation, partnership, or similar entity that has in excess of $5,000,000 of assets and was not formed
    for the specific purpose of acquiring Common Stock of the Company.
	 	 
	[  ]	 Revocable
    Trust. A trust that is revocable by its grantors and each of whose grantors is an accredited investor. (If this category
    is checked, please also check the additional category or categories under which the grantor qualifies as an accredited investor.)
	 	 
	[  ]	 Irrevocable
    Trust. A trust (other than an ERISA plan) that (i) is not revocable by its grantors, (ii) has in excess of $5,000,000 of assets,
    (iii) was not formed for the specific purpose of acquiring Common Stock, and (iv) is directed by a person who has such knowledge
    and experience in financial and business matters that such person is capable of evaluating the merits and risks of an investment
    in the Company.
	 	 
	[  ]	IRA
    or Similar Benefit Plan. An IRA, Keogh or similar benefit plan that covers a natural person who is an accredited investor. (If
    this category is checked, please also check the additional category or categories under which the natural person covered by the IRA
    or plan qualifies as an accredited investor.)
	 	 
	[  ]	Participant-Directed
    Employee Benefit Plan Account. A participant-directed employee benefit plan investing at the direction of, and for the account
    of, a participant who is an accredited investor. (If this category is checked, please also check the additional category or categories
    under which the participant qualifies as an accredited investor.)
	 	 
	[  ]	Other
    ERISA Plan. An employee benefit plan within the meaning of Title I of the ERISA Act other than a participant- directed
    plan with total assets in excess of $5,000,000 or for which investment decisions (including the decision to purchase an Interest)
    are made by a bank, registered investment adviser, savings and loan association, or insurance company.
	 	 
	[  ]	Government
    Benefit Plan. A plan established and maintained by a state, municipality, or any agency of a state or municipality, for the benefit
    of its employees, with total assets in excess of $5,000,000.
	 	 
	[  ]	Non-Profit
    Entity. An organization described in Section 501(c)(3) of the Internal Revenue Code, as amended, with total assets in excess
    of $5,000,000 (including endowment, annuity and life income funds), as shown by the organization’s most recent audited financial
    statements.


 




    	 	A-2	 



     


    

 


	[  ]	Other
    Institutional Investor (check one).


 


	 	[  ]	A
    bank, as defined in Section 3(a)(2) of the Securities Act (whether acting for its own account or in a fiduciary capacity);
	 	[  ]	A
    savings and loan association or similar institution, as defined in Section 3(a)(5)(A) of the Securities Act (whether acting for its
    own account or in a fiduciary capacity;
	 	[  ]	A
    Placement Agent-dealer registered under the Securities Exchange Act of 1934, as amended; [ ] An insurance company, as defined in
    section 2(13) of the Securities Act;
	 	[  ]	A
    “business development company,” as defined in Section 2(a)(48) of the Investment Company Act;
	 	[  ]	A
    small business investment company licensed under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;
    or
	 	[  ]	A
    “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.


 


	[  ]	Executive
    Officer or Director. A natural person who is an executive officer, director or managing member of the Company.
	 	 
	[  ]	Entity
    Owned Entirely By Accredited Investors. A corporation, partnership, private investment company or similar entity each
    of whose equity owners is an accredited investor. (If this category is checked, please also check the additional category or categories
    under which each equity owner qualifies as an accredited investor.)
	 	 
	[  ]	I
    do not qualify for any of the above.


 


2.       REPRESENTATIONS
AND WARRANTIES BY LIMITED LIABILITY COMPANIES, CORPORATIONS, PARTNERSHIPS, TRUSTS AND ESTATES. If the Subscriber is a corporation,
partnership, limited liability company or trust, the Subscriber and each person signing on behalf of Subscriber certifies that the following
responses are accurate and complete:


 


Was
the undersigned organized or reorganized for the specific purpose, or for the purpose among other purposes, of acquiring interests in
the Company?


 


Yes           [  ]           No           [X]


 


Will
the Subscriber, at any time, invest more than 40% of Subscriber’s assets in the Company?


 


Yes           [  ]           No           [X]


 


Under
the Subscribing entity’s governing documents and in practice, are the Subscribing entity’s investment decisions based on
the investment objectives of the Subscribing entity and its owners generally and not on the particular investment objectives of any one
or more of its individual owners?


 


Yes           [X]           No           [  ]


 




    	 	A-3	 



     


    

 


Does
any individual shareholder, partner or member or group of shareholders, partners or members of the undersigned have the right to elect
whether or not to participate in the investment of the Subscribing entity in the Company or to determine the level of participation of
such partner or group therein?


 


Yes           [  ]           No           [X]


 


Is
the Subscribing entity authorized and qualified to become a holder of common stock of the Company and does the Subscribing entity and
the undersigned hereto further represent and warrant that such signatory has been duly authorized by the Subscribing entity to execute
the Subscription Documents?


 


Yes           [X]           No           [  ]


 


Is
the undersigned a private investment company which is not registered under the Investment Company Act, as amended, in reliance on Section
3(c)(1) or Section 3(c)(7) thereof?


 


Yes           [  ]           No           [X]


 


3.       TAXPAYER
ID NUMBER; NO BACKUP WITHHOLDING; NOT A FOREIGN PERSON OR ENTITY. If Subscriber is a “non-U.S. person or entity,” allocations
of Company income may be subject to withholding and taxation under the Internal Revenue Code, as amended (“Code”).
Subscriber acknowledges that it may be required to file U.S. income tax returns. If the Subscriber is a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms are defined in the Code and the regulations thereunder), please contact
the Company. The Subscriber understands that the information contained in this item may be disclosed to the Internal Revenue Service
by the Company and that any false statement contained in this item could be punished by fine, imprisonment or both.


 


Subscriber
certifies that the taxpayer identification number being supplied herewith by Subscriber is Subscriber’s correct taxpayer identification
number and that Subscriber is not subject to backup withholding under Section 3406 of the Code and the regulations thereunder?


 


Yes           [X]           No           [  ]


 


Subscriber
certifies that Subscriber is not a “Non-U.S. person” or, if an entity, that Subscribing entity is not a foreign corporation,
foreign partnership, foreign trust or foreign estate, as those terms are defined the Code and the regulations thereunder.


 


Yes           [X]           No           [  ]


 


If
Subscriber’s non-foreign status changes or if any other information in this item changes, Subscriber agrees to notify the Company
within 30 days thereafter.


 


Yes           [X]           No           [  ]


 




    	 	A-4	 



     


    

 


To
the best of my information and belief, the above information supplied by me is true and correct in all respects.


 


	 	Alset
    EHome International Inc.
	 	 	 
	 	By:	/s/
    Tung Moe Chan
	 	Name:	Tung Moe Chan
	 	Title:	Co-Chief
Executive Officer
	 	Date:	September
3, 2021


 




    	 	A-5