Exhibit
10.2


 


STOCK
PURCHASE AGREEMENT


 


This
STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 28 2022 by and among DSS, Inc., a
New York Corporation, or its designated subsidiary (collectively, the “Buyer”), and Alset EHome International
Inc. and its subsidiaries (collectively, the “Seller”).


 


RECITALS


 


WHEREAS,
Seller and Buyer 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,
True Partner International Limited (“True Partner International”) is the owner of 44,808,908 shares of common
stock of True Partner Capital Holding Limited, a Cayman Islands company (“True Partner”);


 


WHEREAS,
Seller is the owner of 100% of the shares of common stock of True Partner International;


 


WHEREAS,
Global eHealth Limited, a wholly owned subsidiary of Seller (“Global”) is the owner of 17,314,000 shares
of common stock of True Partner (“Global TP Shares”);


 


WHEREAS,
the Seller wishes to sell 100% of the common stock of True Partner International (the “True Partner International Common
Stock”) and the Global TP Shares, which together will represent 62,122,908 shares of common stock, HK$0.01 par value per
share, of True Partner (the “True Partner Common Stock,” and, together with the True Partner International
Common Stock, the “True Partner Shares”) to Buyer in exchange for 17,570,948 shares of common stock, $0.02
par value per share, of the Buyer (the “DSS Common Stock”), upon the terms and conditions set forth in this
Agreement;


 


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, Seller and Buyer hereby agree as follows:


 


		1.	SALE
                                            AND PURHCASE OF SHARES.



 


1.1       
SALE. On the terms and subject to the conditions set forth in this Agreement, at the Closing Seller will sell, convey, transfer and
assign to Buyer, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description,
and Buyer will purchase and accept from Seller, the 62,122,908 shares of True Partner Common Stock, in the aggregate, including those
held by True Partner International and those to be transferred by Global.


 


1.2       
PURCHASE. In consideration therefor, Buyer will convey, transfer and assign to Seller, and Seller will accept from Buyer, 17,570,948
shares of newly-issued shares of DSS Common Stock, in the aggregate (the “DSS Shares”) (such purchase and sale
referred to as the “Purchase”).


 




    	1



     


    

 


		2.	REPRESENTATIONS
                                            AND WARRANTIES.



 


2.1       REPRESENTATIONS
AND WARRANTIES BY THE SELLER. The Seller represents and warrants to Buyer as follows as of the date hereof:


 


(a)       Organization
and Good Standing. Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation
or organization, as the case may be.


 


(b)       Requisite
Power and Authority. Seller has all necessary power and authority to execute and deliver this Agreement and the other agreements
and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby
(the “Transaction Documents”) and to carry out their provisions. All action on Seller’s part required
for the execution and delivery of this Agreement and the other Transaction Documents has been taken. Upon its execution and delivery,
this Agreement and the other Transaction Documents will be valid and binding obligations of Seller, enforceable in accordance with their
respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of
equitable remedies.


 


(c)       No
Violations. The execution and delivery of the Transaction Documents, and the consummation by the Seller of the transactions contemplated
thereby, does not (i) result in a violation of either the Certificate of Incorporation or By-laws of the Seller, 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 Seller 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 Seller is bound or affected other than any of the foregoing which would not have a Material Adverse Effect.


 


(d)       Good
Title. The True Partner shares owned by the Seller are owned free and clear of any lien, encumbrance, adverse claim, restriction
on sale, transfer or voting (other than restrictions imposed by applicable securities laws), preemptive right, option or other right
to purchase, and upon the consummation of the sale of such True Partner Shares as contemplated hereby, the Buyer will have good title
to such True Partner Shares, free and clear of any lien, encumbrance, adverse claim, restriction on sale, transfer or voting (other than
restrictions imposed by applicable securities laws), preemptive right, option or other right to purchase.


 


(e)       Investment
Representations.


 


		(i)	Seller
                                            understands that the DSS Shares have not been registered under the Securities Act of 1933,
                                            as amended (the “Securities Act”) or any other applicable securities
                                            laws. Seller also understands that the DSS Shares are being offered pursuant to an exemption
                                            from the registration requirements of the Securities Act, under Section 4(2) and/or Regulation
                                            D of the Securities Act. Seller acknowledges that the Buyer will rely on Seller’s representations,
                                            warranties and certifications set forth below for purposes of determining Seller’s
                                            suitability as an investor in the DSS Shares and for purposes of confirming the availability
                                            of the Section 4(2) and/or Regulation D exemption from the registration requirements of the
                                            Securities Act.



 




    	2



     


    

 


		(ii)	Seller
                                            has received all the information it considers necessary or appropriate for deciding whether
                                            to acquire the DSS Shares. Seller understands the risks involved in an investment in the
                                            DSS Shares. Seller further represents that it, through its authorized representatives, has
                                            had an opportunity to ask questions and receive answers from the Buyer regarding the terms
                                            and conditions of the offering of the DSS Shares and the business, properties, prospects,
                                            and financial condition of DSS, Inc. and to obtain such additional information (to the extent
                                            the Buyer possessed such information or could acquire it without unreasonable effort or expense)
                                            necessary to verify the accuracy of any information furnished to Seller or to which Seller
                                            had access. Seller further represents that it is an “accredited investor” within
                                            the meaning of Rule 501(a) of the Securities Act.



 


		(iii)	Seller
                                            is acquiring the DSS Shares for its own account for investment only and not with a view towards
                                            their resale or “distribution” (within the meaning of the Securities Act) of
                                            any part of the DSS Shares.



 


		(iv)	Seller
                                            understands that the DSS Shares may not be offered, sold or otherwise transferred except
                                            in compliance with the registration requirements of the Securities Act and any other applicable
                                            securities laws or pursuant to an exemption therefrom, and in each case in compliance with
                                            the conditions set forth in this Agreement. Seller acknowledges and is aware that the DSS
                                            Shares may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain
                                            conditions are met and until Seller has held the DSS Shares for the applicable holding period
                                            under Rule 144.



 


		(v)	Seller
                                            acknowledges and agrees that each certificate representing the DSS Shares, or book entry
                                            made in lieu of certificates, shall bear a legend substantially in the following form:



 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
SUCH LAWS.”


 


(f)       No
Reliance. Seller has not relied on and is not relying on any representations, warranties or other assurances regarding DSS, Inc.
other than the representations and warranties expressly set forth in this Agreement.


 


(g)       No
Other Assets or Liabilities. True Partner International does not have any (a) assets of any kind or (b) liabilities or obligations,
whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise, other than the 44,808,908
shares of common stock of True Partner.


 




    	3



     


    

 


2.2       
REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants to the Seller, as of the date hereof, as follows:


 


(a)       
Organization and Good Standing. Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction
of incorporation or organization, as the case may be.


 


(b)       
Requisite Power and Authority. Buyer has all necessary power and authority to execute and deliver this Agreement and the other
Transaction Documents and to carry out their provisions. All action on Buyer’s part required for the execution and delivery of
this Agreement and the other Transaction Documents has been taken. Upon its execution and delivery, this Agreement and the other Transaction
Documents will be valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except (a) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’
rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies.


 


(c)       
Issuance of DSS Shares. The DSS Shares have been duly authorized and, upon issuance in accordance with the terms hereof, shall
be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the DSS Shares shall be fully paid
and non-assessable with the holder being entitled to all rights accorded to a holder of DSS Common Stock.


 


(d)       
No Reliance. Buyer has not relied on and is not relying on any representations, warranties or other assurances regarding True
Partner other than the representations and warranties expressly set forth in this Agreement.


 


2.3       REPRESENTATIONS
AND WARRANTIES ABOUT TRUE PARTNER INTERNATIONAL. Seller represents and warrants to Buyer as follows as of the date hereof:


 


(a)       Organization
and Good Standing. True Partner International is duly organized, validly existing and in good standing under the laws of its jurisdiction
of incorporation or organization, as the case may be.


 


(b)       Requisite
Power and Authority. True Partner International has all necessary power and authority to execute and deliver this Agreement and the
other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated
hereby and thereby (the “Transaction Documents”) and to carry out their provisions. All action on True Partner
International’s part required for the execution and delivery of this Agreement and the other Transaction Documents has been taken.
Upon its execution and delivery, this Agreement and the other Transaction Documents will be valid and binding obligations of True Partner
International, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles
of equity that restrict the availability of equitable remedies.


 




    	4



     


    

 


(c)       No
Violations. The execution and delivery of the Transaction Documents, and the consummation by True Partner International of the transactions
contemplated thereby, does not (i) result in a violation of either the Certificate of Incorporation or By-laws of the Seller, 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 True Partner International 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 True Partner International is bound or affected other than any of the foregoing which would
not have a Material Adverse Effect.


 


		(i)	Good
                                            Title. The True Partner shares owned by True Partner International are owned free and
                                            clear of any lien, encumbrance, adverse claim, restriction on sale, transfer or voting (other
                                            than restrictions imposed by applicable securities laws), preemptive right, option or other
                                            right to purchase, and upon the consummation of the sale of such True Partner Shares as contemplated
                                            hereby, the Buyer will have good title to such True Partner Shares, free and clear of any
                                            lien, encumbrance, adverse claim, restriction on sale, transfer or voting (other than restrictions
                                            imposed by applicable securities laws), preemptive right, option or other right to purchase.



 


(d)       No
Reliance. True Partner International has not relied on and is not relying on any representations, warranties or other assurances
regarding DSS, Inc. other than the representations and warranties expressly set forth in this Agreement.


 


(e)       No
Other Assets or Liabilities. True Partner International does not have any (a) assets of any kind or (b) liabilities or obligations,
whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise, other than the 44,808,908
shares of common stock of True Partner.


 


2.4       
REPRESENTATIONS AND WARRANTIES ABOUT GLOBAL


 


(a)       Organization
and Good Standing. Global is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation
or organization, as the case may be.


 


(b)       Requisite
Power and Authority. Global has all necessary power and authority to execute and deliver this Agreement and the other agreements
and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby
(the “Transaction Documents”) and to carry out their provisions. All action on Global’s part required
for the execution and delivery of this Agreement and the other Transaction Documents has been taken. Upon its execution and delivery,
this Agreement and the other Transaction Documents will be valid and binding obligations of Global, enforceable in accordance with their
respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of
equitable remedies.


 




    	5



     


    




 


(c)       No
Violations. The execution and delivery of the Transaction Documents, and the consummation by Global of the transactions contemplated
thereby, does not (i) result in a violation of either the Certificate of Incorporation or By-laws of the Seller, 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 Global 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 Global is bound or affected other than any of the foregoing which would not have a Material Adverse Effect.


 


(d)       Good
Title. The Global TP Shares are owned free and clear of any lien, encumbrance, adverse claim, restriction on sale, transfer or voting
(other than restrictions imposed by applicable securities laws), preemptive right, option or other right to purchase, and upon the consummation
of the sale of such Global TP Shares as contemplated hereby, the Buyer will have good title to such Global TP Shares, free and clear
of any lien, encumbrance, adverse claim, restriction on sale, transfer or voting (other than restrictions imposed by applicable securities
laws), preemptive right, option or other right to purchase.


 


(e)       No
Reliance. Global has not relied on and is not relying on any representations, warranties or other assurances regarding DSS, Inc.
other than the representations and warranties expressly set forth in this Agreement.


 


2.5       
SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties shall survive the Closing for a period of 12 months
and shall be fully enforceable at law or in equity against the parties and each party’s successors and assigns.


 


		3.	CLOSING.



 


3.1       
Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation
to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer
shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be
performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall
have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times
subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with
reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to
Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals
from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including
all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York
Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this
Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent
required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.


 




    	6



     


    

 


3.2       
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement, (including, without limitation, the obligation
to issue the DSS Shares as payment for the transfer by Seller of the True Partner Shares and Global TP Shares) shall be subject to satisfaction
of the following conditions, unless waived by Buyer: (i) Seller shall have performed in all respects all agreements, and satisfied in
all respects all conditions on their part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations
and warranties of Seller herein shall have been true and correct in all material respects when made, shall have continued to have been
true and correct in all material respects at all times subsequent thereto, and shall be true and correct in all material respects on
and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Seller shall have executed and delivered to
Buyer all documents necessary to transfer the True Partner Shares to Buyer, as contemplated by this Agreement; and (iv) Seller shall
have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations
required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document
and bylaws of Seller.


 


3.3       
Closing Documents. At the Closing


 


(a)       Seller
shall deliver to Buyer, in form and substance reasonably satisfactory to Buyer (i) a duly executed copy of this Agreement, together with
any other Transaction Documents (ii) certificates evidencing the True Partner Shares and Global TP Shares, together with stock powers
duly for such certificates to allow such certificates to be registered in the name of Buyer, or evidence of such book-entry transfer
of the True Partner Shares and Global TP Shares to Buyer; (iii) copies of resolutions adopted by the board of directors of Seller and
certified by the Secretary of Seller authorizing the execution and delivery of, and performance of Seller’s obligations under,
this Agreement.


 


(b)       Buyer
shall deliver to Seller, in form and substance reasonably satisfactory to Seller (i) a duly executed copy of this Agreement, together
with any other Transaction Documents (ii) certificates evidencing the DSS Shares, together with stock powers duly for such certificates
to allow such certificates to be registered in the name of Seller, or evidence of such book-entry transfer of the DSS Shares to Seller;
(ii) copies of resolutions adopted by the board of directors of Buyer and certified by the Secretary of Buyer authorizing the execution
and delivery of, and performance of Buyer’s obligations under, this Agreement.


 


4.       INDEMNIFICATION.
Seller and True Partner International, jointly and severally (reserving unto each other any rights
of contribution), hereby agree to indemnify and hold Buyer and its respective Affiliates harmless from and against all damages to and
liabilities of Buyer (including those resulting from or relating to demands, claims, actions or causes of action, assessments or other
losses, costs and expenses relating thereto, interest and penalties thereon and reasonable attorneys’ fees and related disbursements
and other expenses in respect thereof) by reason of or resulting from (i) a breach of any representation or warranty of (A) Sellers contained
in or made pursuant to this Agreement or the Transaction Documents or (B) True Partner International contained in or made pursuant to
the Agreement or Transaction Documents or (ii) the failure of the Seller or True Partner International duly to perform or observe any
term, provision, covenant or agreement to be performed or observed by them pursuant to this Agreement or the Transaction Documents.


 




    	7



     


    

  


		5.	MISCELLANEOUS.



 


5.1       
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 Buyer to:	DSS,
                                            Inc.

    6
    Framark Drive

    Victor,
    New York 14564

    Attention:
    Frank Heuszel

    Telephone:

    Email:

     

	If
    to Seller to:	Alset
                                            EHome International Inc.

    4800
    Montgomery Lane, Suite 210

    Bethesda,
    Maryland 20814

    Attention:
    Michael Gershon

    Telephone:

    Email:

     

	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.:

    Email:



 


Any
such person may by notice given in accordance with this Section 4.1 to the other parties hereto designate another address or person
for receipt by such person of notices hereunder.


 


5.2       
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.


 


5.3       
ASSIGNABILITY. This Agreement is not transferable or assignable by the undersigned.


 


5.4       
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.


 




    	8



     


    

 


5.5       
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.


 


5.6       
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.


 


5.7       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.


 


5.8       INTEGRATION.
This Agreement 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.


 


5.9       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.


 


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


 


5.11       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.


 


5.12       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.


 


5.13       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


 




    	9



     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective representatives hereunto authorized as
of the day and year first above written.


 


	 	By
                                            Seller:

     

    ALSET
    EHOME INTERNATIONAL INC.

	 	 
	 	By:	/s/
    Heng Fai Ambrose Chan
	 	Name:	Heng
    Fai Ambrose Chan
	 	Title:	Chief
    Executive Officer


 


	 	By
    Buyer: 
	 	 
	 	DSS,
    INC.
	 	 
	 	By:
    	/s/
    Frank D. Heuszel
	 	Name: 	Frank
    D. Heuszel
	 	Title:
    	Chief
    Executive Officer


 




    	10