Unassociated Document


     

    REGISTRATION
RIGHTS AGREEMENT

    


    REGISTRATION RIGHTS AGREEMENT (the
“Agreement”), dated as of the 29 day of May, 2009, executed and delivered by
DOCUMENT SECURITY SYSTEMS, INC., a New York corporation (the “Company”), and
Holders (as defined below).

    


    RECITALS

    


    WHEREAS, the Company, pursuant to terms
and conditions set forth in Confidential Private Offering Memorandum Supplement
No. 1 of the Company, dated April 29, 2009, including the exhibits thereto and
any and all supplements thereof and amendments thereto, and all documents
incorporated by reference therein (collectively, the (“Memorandum”) is offering
for sale (the “Offering”) up to 140 units (the “Units”), each Unit consisting of
(i) 7,142 shares (“Shares”) of its Common Stock, par value $.02 per share
(“Common Stock”) and (ii) Series C Common Stock Warrants (the “Warrants”) to
purchase up to an aggregate of 1,427 shares (the “Warrant Shares”) of Common
Stock;

    


    WHEREAS, the names of the investors in
the Offering appear on the signature pages hereof or in joinder agreements
attached hereto, in the form of Exhibit A annexed hereto, each as listed on
Exhibit B annexed hereto as may be amended during the Offering (“Holders”);
and

    


    WHEREAS, the terms and conditions of
the Offering provide for the execution and delivery of this
Agreement.

    


    NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the Company and the Holders, the Company and the Holders hereby agree as
follows:

    


    1.           Automatic
Registration.  The Company shall use its best efforts to file a
registration statement (“Registration Statement”) with the Securities and
Exchange Commission under the Securities Act of 1933 (the “Act”), on appropriate
form, and such other documents, including a prospectus, as may be necessary (in
the opinion of counsel for the Company), in order to comply with the provisions
of the Act, within 90 business days after the final closing of the Offering, so
as to allow for the resale under the Act by any Holder or combination of Holders
of all Registerable Shares (as defined in Section 2) held by all of the Holders,
at the sole expense of the Company, so as to permit the public resale by the
Holder of the Registerable Shares pursuant thereto.

    


    2.           Registerable Shares.
For purposes of this Agreement, the term “Registerable Shares” shall include:
(a) the Shares purchased as a component of the Units in the Offering; (b) any
securities issued or issuable with respect to the Warrants; or (c) Warrant
Shares; or (d) any other shares of Common Stock issued to the Holders by way of
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise.
Anything herein contained to the contrary notwithstanding, the provisions of
this Agreement shall not apply to, and the term “Registerable Shares” as used in
this Agreement shall not include, Shares of Common Stock or Warrant Shares after
they have been sold by a Holder pursuant to an effective Registration Statement
under the Act or sold pursuant to Rule 144.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Additional Covenants of the
Company With Respect to Registration.

    


    The
Company covenants and agrees as follows:

    


    (a)           In
connection with any registration under Section 1 above, the Company shall file
the Registration Statement in no event later than 90 business days following the
final closing of the Offering, and use reasonable efforts to have such
Registration Statement declared effective at the earliest possible
time.

    


    (b)           In
connection with any registration of Registerable Shares pursuant to Section 1
above, the Company shall furnish each Holder of Registerable Shares included in
a Registration Statement with such reasonable number of copies of such
Registration Statement, related preliminary prospectus and prospectus meeting
the requirements of the Act, and other documents necessary or incidental to the
registration and public offering of such Registerable Shares, as shall be
reasonably requested by the Holder to permit the Holder to make a public
distribution of such Registerable Shares.

    


    (c)           Once
effective, the Company covenants and agrees to use its best efforts to maintain
the effectiveness of any Registration Statement until the earlier of (i) a date
which is one year from the final closing date of the Offering, or (ii) the date
that the Holders of the Registerable Shares receive an opinion of counsel to the
Company that all of the Registerable Shares may be freely traded (without
limitation or restriction as to quantity or timing and without registration
under the Act) pursuant to Rule 144 or otherwise; provided, however, the Company
may suspend the use of any Registration Statement for a period not to exceed 45
days in any 12-month period for valid business reasons (not including avoidance
of the Company’s obligations hereunder), including the acquisition or
divestiture of assets, public filings with the SEC, pending corporate
developments and similar events.

    


    (d)           If
any stop order shall be issued by the SEC in connection with any Registration
Statement filed pursuant to Section 1 above, the Company will use its best
efforts to obtain the removal of such order.

    


    (e)           The
Company shall pay all costs, fees, and expenses in connection with all
Registration Statements filed pursuant to Section 1 above, including, without
limitation, the Company’s legal and accounting fees, printing expenses, and blue
sky fees and expenses; provided, however, that the Holders shall be solely
responsible for the fees of any counsel retained by the Holders in connection
with such registration and any transfer taxes or underwriting discounts,
commissions or fees applicable to the Registerable Shares sold by the Holders
pursuant thereto.

    


    4.           Indemnification.

    


    (a)           In
the event of any registration of any the Registerable Shares under the Act, the
Company shall indemnify and hold harmless each Holder, the affiliates of each
such Holder, the directors, partners, officers, employees and agents of each
such Holder and any person who controls any such Holder within the meaning of
the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the Exchange Act or
other Federal or State statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) are caused by, arising out of or based on any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement under which such securities were registered under the Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or arise out of or are based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any such Holder
specifically for inclusion therein, (ii) the Company will not be liable to any
indemnified party under this indemnity agreement with respect to any
Registration Statement or Prospectus to the extent that any such loss, claim,
damage or liability of such indemnified party results from the use of the
Prospectus during a period when the use of the Prospectus has been suspended in
accordance with Section 3(c) hereof, provided that the Holders received prior
notice of such suspension; and (iii) the Company shall not be liable to any
indemnified party with respect to any preliminary Prospectus to the extent that
any such loss, claim, damage or liability of such indemnified party results from
the fact that such indemnified party sold Registerable Securities to a person as
to whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the Prospectus or of the Prospectus as then amended or
supplemented in any case where such delivery is required by the Act, if the
loss, claim, damage or liability of such indemnified party results from an
untrue statement or omission of a material fact contained in the preliminary
Prospectus which was corrected in the Prospectus or in the Prospectus as then
amended or supplemented.

     

    
      
        
        

      

      
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    (b)           Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in the preceding subdivisions
of this Section 4, such indemnified party will, if a claim in respect thereof is
to be made against an indemnifying party, give written notice to the latter of
the commencement of such action, provided that the failure of any indemnified
party to give notice as provided herein shall not relieve the indemnifying party
of its obligations under the preceding subdivisions of this Section 4, except to
the extent that the indemnifying party is materially prejudiced by such failure
to give notice. In case any such action is brought against an indemnified party,
unless in such indemnified party’s reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist in respect of such
claim, the indemnifying party shall be entitled to participate in and to assume
the defense thereof, jointly with any other indemnifying party similarly
notified, to the extent that the indemnifying party may wish, with counsel
reasonably satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation. Notwithstanding the indemnifying party’s election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel (and local counsel) if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or potential defendants in,
or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnified party shall not
settle or compromise any action for which it seeks indemnification or
contribution hereunder without the prior written consent of the indemnifying
party, which consent shall not be unreasonably withheld. An indemnifying party
will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

    


    (c)           The
provisions of this Section 4 shall remain in full force and effect regardless of
any investigation made by or on behalf of any Holder or the Company or any other
persons who are entitled to indemnification pursuant to the provisions of this
Section 4, and shall survive the sale by a Holder of Registerable Shares
pursuant to the Registration Statement.

     

    
      
        
        

      

      
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    5.           Amendments. This
Agreement may not be amended, modified or supplemented, except to add Holders
who acquire Registerable Securities in the Offering, and who sign a joinder
agreement, and waivers of or consents to departures from the provisions of this
Agreement may not be given, unless it would not have an adverse effect upon the
rights of any of the Holders and the Company has obtained the written consent of
Holders then holding a majority of the Registerable Shares.

    


    6.           Notices. Except as
otherwise provided in this Agreement, all notices, requests and other
communications (which shall include publication) to any person provided for
hereunder shall be in writing and shall be given by hand delivery, registered or
certified mail or by any courier providing overnight delivery (i) if to the
Company, or the initial Holder, at the address set forth in the Subscription
Agreement and (ii) if to a subsequent Holder, to the address set forth on the
books and records of the Company. All such notices, requests or communications
shall not be effective until received.

    


    7.           Assignment. This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto. In addition, the provisions of this Agreement which are
for the benefit of Holder shall also be for the benefit of and enforceable by
any subsequent holder of the Registerable Shares provided that advance written
notice is given to the Company of such assignment. Holder agrees, by accepting
any portion of the Registerable Shares after the date hereof, to the provisions
of this Agreement.

    


    8.           Governing
Law.

    


    (a)           THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.

    


    (b)           Each
of the Company and Holder hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of any State Court in Monroe County, New
York and the United States District Court for the Western District of New York
(the “NY Courts”) for any litigation arising out of or relating to this
Agreement and the transactions contemplated hereby (and agrees not to commence
any litigation relating thereto except in such courts), waives any objection to
the laying of venue of any such litigation in the NY Courts and agrees not to
plead or claim that such litigation brought in any NY Courts has been brought in
an inconvenient forum.

    


    9.           Counterparts. This
Agreement may be executed by facsimile and may be signed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

    


    10.           Entire Agreement.
This Agreement, and any signed joinder agreements attached hereto, embodies the
entire agreement between the Company and the Holders relating to the subject
matter hereof and supersedes all prior agreements and understandings relating to
such subject matter.

    


    11.           Severability. If any
provision of this Agreement, or the application of such provisions to any person
or circumstance, shall be held invalid, the remainder of this Agreement, or the
application of such provision to persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.

     

    
      
        
        

      

      
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    12.           Headings. The
headings which are contained in this Agreement are for the sole purpose of
convenience of reference, and shall not limit or otherwise affect the
interpretation of any of the provisions hereof.

    


    13.           Further Assurances.
The Company will from time to time after the date hereof take any and all
actions, and execute, acknowledge and deliver any and all documents and
instruments, at its cost and expense, as any Holder may from time to time
reasonably request in order to more fully perfect or protect the rights intended
to be granted to it hereunder.

    


    14.           Interpretation. As
used in this Agreement, unless the context otherwise requires: words describing
the singular number shall include the plural and vice versa; words denoting any
gender shall include all genders; words denoting natural persons shall include
corporations, partnerships and other entities, and vice versa; and the words
“hereof,” “herein” and “hereunder,” and words of similar import, shall refer to
this Agreement as a whole, and not to any particular provision of this
Agreement.

    


    15.           Waiver. The failure
of the Company or any Holder to at any time enforce any of the provisions of
this Agreement shall not be deemed or construed to be a waiver of any such
provision, nor to in any way affect the validity of this Agreement or any
provision hereof or the right of the Company or any Holder to thereafter enforce
each and every provision of this Agreement.

    


    


    [signature
page appears next]

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the undersigned has
duly executed and delivered this Agreement as of the date first above
written.

     

     

    
      
        	 	DOCUMENT SECURITY SYSTEMS,
      INC.	 
	 	 	 	 
	
                 
      

              	
                By:
      

              	/s/ Patrick White	 
	 	 	Name:
      Patrick White	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


      

    

     

    


    Accepted
and Agreed by the

    Holders:

     

    


    


    By: /s/ John
Stark                  


           Name:
John Stark

     

    
      
        
        

      

      
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      IN WITNESS WHEREOF, the undersigned has
duly executed and delivered this Agreement as of the date first above
written.

       

       

      
        
          	 	DOCUMENT SECURITY SYSTEMS,
      INC.	 
	 	 	 	 
	
                   
      

                	
                  By:
      

                	/s/ Patrick White	 
	 	 	Name:
      Patrick White	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


        

      

       

      


      Accepted
and Agreed by the

      Holders:

       

      


      


      By: /s/ Richard
Kandel           
 

             Name:
Richard Kandel

    

     

    
      
        
        

      

      
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      IN WITNESS WHEREOF, the undersigned has
duly executed and delivered this Agreement as of the date first above
written.

       

       

      
        
          	 	DOCUMENT SECURITY SYSTEMS,
      INC.	 
	 	 	 	 
	
                   
      

                	
                  By:
      

                	/s/ Patrick White	 
	 	 	Name:
      Patrick White	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


        

      

       

      


      Accepted
and Agreed by the

      Holders:

       

      


      


      By: /s/ Barbara
Slifka                  


             Name:
Barbara Slifka

    

     

    
      
        
        

      

      
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      IN WITNESS WHEREOF, the undersigned has
duly executed and delivered this Agreement as of the date first above
written.

       

       

      
        
          	 	DOCUMENT SECURITY SYSTEMS,
      INC.	 
	 	 	 	 
	
                   
      

                	
                  By:
      

                	/s/ Patrick White	 
	 	 	Name:
      Patrick White	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


        

      

       

      


      Accepted
and Agreed by the

      Holders:

       

      


      


      By: /s/ David
Slifka                  


             Name:
David Slifka

    

     

    
      
        
        

      

      
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      IN WITNESS WHEREOF, the undersigned has
duly executed and delivered this Agreement as of the date first above
written.

       

       

      
        
          	 	DOCUMENT SECURITY SYSTEMS,
      INC.	 
	 	 	 	 
	
                   
      

                	
                  By:
      

                	/s/ Patrick White	 
	 	 	Name:
      Patrick White	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


        

      

       

      


      Accepted
and Agreed by the

      Holders:

       

      


      


      By: /s/ Peter
Berley                  


             Name:
Peter Berley

    

    
 

    
      
        
        

      

      
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    EXHIBIT
A

    


    FORM OF JOINDER AGREEMENT
TO

    REGISTRATION RIGHTS
AGREEMENT

    


    The undersigned hereby agrees,
effective as of __________ __, 2009, to become a party to that certain
Registration Rights Agreement (the “Agreement”) dated as of May 29, 2009, and as
may be amended from time to time by and among Document Securities Systems, Inc.,
a New York corporation (the “Company”) and the Holders named therein and, for
all purposes of the Agreement, the undersigned shall be included within the term
“Holders” (as defined in the Agreement).  The address and facsimile
number to which notices may be sent to the undersigned is as
follows:

    


    


    
      
        	 	
                Name:

              	 
      	 
      
	 	
                Address:

              	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                Phone
      No.:

              	 
      	 
      
	 	
                Facsimile
      No.:

              	 
      	 
      


      

       

      
        	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Signature:

              	 
      


      

    

     

     

     

     

     

    
      
        
        

      

      
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    EXHIBIT
B

    


    LIST OF
HOLDERS

     

     

    John
Stark

    Peter
Berley

    Richard
Kandel

    Barbara
Slifka

    David
Slifka

     

    
 

    
      
        
        

      

      
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