Non-Compete Letter Agreement between the Company and Robert Bzdick dated July 31, 2018

DOCUMENT SECURITY SYSTEMS, INC.

200 CANAL VIEW BOULEVARD

SUITE 300

ROCHESTER, NEW YORK 14623

July 31, 2018

Personal & Confidential

Robert Bzdick

325 Dunes Blvd

Naples, Fl. 34110

Dear Mr. Bzdick:

As mutually agreed, your employment with Document Security Systems, Inc. and Premier Packaging Corporation (collectively, the “Company”) will end as of the close of business on August 1, 2018 (the “Separation Date”).

We mutually agree to void your remaining Employment Agreement, as amended, and replace same with this Noncompete Agreement, as set forth below. This letter describes the terms of the “Noncompete Agreement”. Please read it carefully. You should also feel free to have your attorney review this document prior to signing it. Should you choose not to sign this Agreement, your last day of active employment with the Company will still be August 1, 2018, and you will receive no additional benefits beyond your last pay check.

All of your employment-related benefits will end on your separation date or on the last day of the month in which you are separated. You will be separately advised of your COBRA rights in future correspondence following the separation date.

Signing this Agreement is your acknowledgement that you have received or will receive, consideration from the Company to which you were not otherwise entitled, and you acknowledge the receipt and sufficiency of this consideration by signing the Agreement.

The source of all payments made pursuant to this Agreement shall be Premier Packaging Corporation. If Premier Packaging Corporation is sold by the parent company prior to the full satisfaction of this Agreement by the Company, then all remaining payments due hereunder shall be paid in one lump sum upon closure of such sale.

You and Company specifically acknowledge that you would not be entitled to the payments described above in the absence of this Noncompete Agreement. You hereby acknowledge that the payments by Company will be made to you as consideration for the promises made by you in this Noncompete Agreement.

You specifically acknowledge that, among other remedies, Company is entitled to cease all payments under this Agreement and recoup all payments previously made in the event that you revoke, violate or breach this Agreement, or discontinue any promised act. In the event that you breach this Agreement by bringing suit or filing a claim with an administrative agency, then you must, as a condition precedent, repay to Company in cash all of the consideration received by you pursuant to this Agreement. In any such matter, you also agree to pay all damages suffered by Company, including but not limited to Company’s attorneys’ fees.

You agree to promptly return to Company all documents, data, files, records, computer software, passwords, access codes and related documentation, notebooks, bulletins, manuals or other information pertaining to Company’s business and agree not to keep photocopies.

You hereby acknowledge and agree that the prohibitions against disclosure of the Confidential Information set forth herein are in addition to, and not in lieu of, any rights or remedies which Company may have available by agreement or at law or in equity to prevent the disclosure of trade secrets. The enforcement by Company of its rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies which it may possess in law or in equity absent this Agreement.

Pursuant to the federal Defend Trade Secrets Act, you are advised that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

You specifically agree that you are fully and forever giving up all of your legal rights and claims against Company, whether or not presently known to you, that are based on events occurring before you sign this Agreement. You agree that the legal rights and claims you are waiving include all rights and claims under, as amended, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1866 and 1991, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Rehabilitation Act, Americans with Disabilities Act (“ADA”), the Genetic Information Nondiscrimination Act, the Equal Pay Act, the New York State Human Rights Law, the Florida Civil Rights Act, the Florida Whistleblower Act and any similar federal, state or local statute, rule, regulation, ordinance or common law. You specifically agree that you are releasing claims of discrimination based upon age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, criminal background status, disability, genetic predisposition or carrier status and any other legally protected categories.

You also agree that the legal rights and claims you are giving up include rights under, as amended, the Family and Medical Leave Act of 1993 (“FMLA”), the New York Paid Family Leave Law, the Employee Retirement Income Security Act (“ERISA”), the federal Worker Adjustment and Retraining Notification Act, the New York Worker Adjustment and Retraining Notification Act, the New York Labor Law (except unemployment insurance and minimum wage claims), the New York Business Corporation Law, the Florida Minimum Wage Act, and any similar federal, state or local statute, rule, regulation, ordinance or common law. You agree that the legal rights and claims you are giving up include all common law rights and claims, such as breach of express or implied contract, tort (whether negligent or intentional), wrongful discharge, constructive discharge, infliction of emotional distress, defamation, promissory estoppel, and any claim for fraud, omission or misrepresentation, breach of express or implied duties or violation of public policy or policies, practices or procedures of Company. You agree that you are giving up and forever releasing any right you may have to attorneys’ fees for any of the rights and claims described in this Paragraph 10.

You understand that the claims you are releasing do not include your vested rights, if any, under any qualified retirement plan in which you participate, and your COBRA, unemployment insurance and workers’ compensation rights, if any. Nothing in this Agreement shall constitute a waiver of any claims against Company that arise after the date you sign this Agreement or the right to file an administrative charge with a governmental agency or participate in an administrative or court investigation, hearing or proceeding, or any other right that cannot be waived as a matter of law. However, you agree to waive and release your right to receive any individual remedy or to recover any individual monetary or non-monetary damages as a result of any administrative charge, complaint or lawsuit filed.

The Company releases you from and against charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expense arising from acts that fall within your scope of employment, known or unknown, suspected or unsuspected and all claims for attorneys’ fees, costs and disbursements, which it now has, owns or holds or claims to have, own or hold or which it owned or claimed to have, owned or held (except for those arising after the date that this Noncompete Agreement is executed).

This Release of all Claims does not affect either party’s rights as expressly created by this Agreement and does not limit either party’s ability to enforce this Agreement or to challenge the enforceability of this Agreement.

If you are found by a Court to have violated this Agreement, including the terms of paragraphs 3, 5, 6, 9 and 10, you will be responsible to Company for all damages it sustain. In an action for breach of this Agreement, the prevailing party shall be entitled to recover attorneys’ fees from the opposing party.

If you breach the terms of this Agreement, Company is free to cease any or all of its obligations under this Agreement.

You agree to return to Company all sums paid pursuant to or in furtherance of this Agreement in the event of a breach by you of the representations, covenants or agreements contained herein. This remedy shall be in addition to and not in substitution of any and all rights or remedies which Company may otherwise have against you for breach of the representations, covenants or agreements contained herein.

You shall have an additional seven (7) calendar days to revoke your acceptance of this Agreement. If you do not revoke your acceptance, then the 8th day after the date of your signature will be the “Effective Date” of the Agreement and you may not thereafter revoke it. To revoke this Agreement, you agree to send written notice to: Document Security Services, Inc., Attn: Philip Jones, 200 Canal View Blvd Suite 300, Rochester, New York 14623. You may personally deliver the notice, or you may mail it. If sent by mail, the revocation notice must be postmarked within the seven (7) calendar day period and sent by certified mail, return receipt requested. You acknowledge and agree that if you exercise your right to revoke this Agreement, your termination of employment will nevertheless have occurred on the separation date, you will not be entitled to the separation benefits set forth in this Agreement, and you will immediately return to the Company any of such benefits you have already received.

We wish you the very best in your future endeavors.

BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY OF MY CHOICE, I UNDERSTAND ITS TERMS AND I VOLUNTARILY AGREE TO THEM.