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EX-99.1 - EXHIBIT 99.1 - DOCUMENT SECURITY SYSTEMS INCv338299_ex99-1.htm
8-K - FORM 8-K - DOCUMENT SECURITY SYSTEMS INCv338299_8k.htm

AMENDMENT NO. 2

 

This Amendment No. 2, dated as of March 15, 2013, is among Document Security Systems, Inc., a New York corporation (“Parent”), DSSIP, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Lexington Technology Group, Inc., a Delaware corporation (the “Company”), and Hudson Bay Master Fund Ltd. (“Company Representative”) as representatives of the stockholders of the Company.

 

1. Reference to Merger Agreement; Definitions. Reference is made to the Agreement and Plan of Merger dated as of October 1, 2012, by and among Parent, Merger Sub, the Company and the Company Representative (the “Merger Agreement”). Terms defined in the Merger Agreement and not otherwise defined herein are used herein with the meanings so defined.

 

2. Amendment to Section 7.1(b) of the Merger Agreement. Section 7.1(b) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

 

“(b) by either Parent or the Company if the Merger shall not have been consummated on or before April 30, 2013; provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to a Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Merger to have been consummated on or before such date;”

 

3. Miscellaneous

 

Except as otherwise set forth herein, the Merger Agreement shall remain in full force and effect without change or modification. This Amendment No. 2 may be executed in any number of counterparts, which together shall constitute one instrument, and shall bind and inure to the benefit of the parties and their respective successors and assigns.

 

 

[SIGNATURE PAGE FOLLOWS]

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as of the day and year first above written. 

 

     
  Document Security Systems, Inc.
     
  By: /s/ Phillip Jones
  Name: Phillip Jones
  Title: CFO
     
     
  DSSIP, Inc.
     
  By: /s/ Phillip Jones
  Name: Phillip Jones
  Title: CFO
     
     
  Lexington Technology Group, Inc.
     
  By: /s/ Jeffrey Ronaldi
  Name: Jeffrey Ronaldi
  Title: Chief Executive Officer
     
     
  COMPANY REPRESENTATIVE
   
  Hudson Bay Master Fund, Ltd.
     
  By: /s/ Yoav Roth
  Name: Yoav Roth
  Title: Authorized Signatory