COMMON STOCK PURCHASE WARRANT DIGITAL ALLY, INC.Digital Ally, Inc. • April 7th, 2023 • Radio & tv broadcasting & communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [________________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is the Effective Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Effective Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Digital Ally, Inc., a Nevada corporation (the “Company”), up to [___________] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2021 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2021, between Digital Ally, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2023 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 5, 2023 between Digital Ally, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between DIGITAL ALLY, INC. and AEGIS CAPITAL CORP. as Representative of the Several Underwriters DIGITAL ALLY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2020 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
The undersigned, Digital Ally, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT Digital Ally, Inc.Digital Ally Inc • April 20th, 2020 • Radio & tv broadcasting & communications equipment
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 17, 2020 (the “Issuance Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Ally, Inc., a Nevada corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT DIGITAL ALLY, INC.Common Stock Purchase Warrant • February 9th, 2023 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after February __, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DIGITAL ALLY, INC., a Nevada corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SENIOR SECURED CONVERTIBLE NOTE DUE JANUARY 5, 2024Digital Ally, Inc. • April 7th, 2023 • Radio & tv broadcasting & communications equipment • Nevada
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Digital Ally, Inc., a Nevada corporation (the “Company”), having its principal place of business at 14001 Marshall Drive, Lenexa, Kansas 66215, designated as its Senior Secured Convertible Note due January 5, 2024 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 20th, 2020 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 17, 2020, between Digital Ally, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including each successors and assigns, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2019 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 5, 2019, between Digital Ally, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including each successors and assigns, the “Purchaser” or in the aggregate, the “Purchasers”).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 30, 2018Digital Ally Inc • January 3rd, 2017 • Radio & tv broadcasting & communications equipment • New York
THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Digital Ally, Inc., a Nevada corporation (the “Company”), having its principal place of business at 9705 Loiret Boulevard, Lenexa, Kansas 66219, designated as its 8% Senior Secured Convertible Debenture due March 30, 2018 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • April 20th, 2020 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This SECURITY AGREEMENT, dated as of April 17, 2020 (this “Agreement”), is among Digital Ally, Inc., a Nevada corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and ______ as a secured party and Agent, and the other secured parties signatory hereto their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2023 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment • New York
COMMON STOCK PURCHASE WARRANT Digital Ally, Inc.Digital Ally Inc • August 5th, 2019 • Radio & tv broadcasting & communications equipment
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 5, 2019 (the “Issuance Date”) and on or prior to the close of business on the fifth (5th)-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Ally, Inc., a Nevada corporation (the “Company”), up to 571,428 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DIGITAL ALLY, INC. UNDERWRITING AGREEMENT [●] Shares of Common Stock Common Warrants to Purchase up to [●] Shares of Common Stock Pre-Funded Warrants to Purchase up to [●] Shares of Common StockUnderwriting Agreement • February 7th, 2020 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
Digital Ally, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), (i) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Firm Pre-Funded Warrants”) to purchase up to an aggregate of [●] shares of Common Stock at an exercise price of $0.001 per share (the “Firm Pre-Funded Warrant Shares”) and (iii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [●] shares of Common Stock (the “Firm Warrant Shares”). The Firm Shares, the Firm Pre-Funded Warrants, the Firm Warrants, the Firm Pre-Funded Warrant Shares and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” The C
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 20th, 2020 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
SUBSIDIARY GUARANTEE, dated as of April 17, 2020 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), between Digital Ally, Inc., a Nevada corporation (the “Company”) and the Purchasers.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT Digital Ally, Inc.Common Stock Purchase • February 12th, 2020 • Digital Ally Inc • Radio & tv broadcasting & communications equipment
This AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 5, 2019 (the “Issuance Date”) and on or prior to the close of business on the fifth (5th)-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Ally, Inc., a Nevada corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant amends and restates the Common Stock Purchase Warrant issued to the Holder on August 5, 2019, with respect to [_____] Warrant Shares.
Re: Placement Agency AgreementDigital Ally, Inc. • February 9th, 2023 • Radio & tv broadcasting & communications equipment • New York
This placement agency agreement (this “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and Digital Ally, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (a) [●] units (the “Units”), each Unit consisting of (i) one share (each, a “Share” and, collectively, the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) one warrant (each, a “Warrant” and, collectively, the “Warrants”) to purchase a share of Common Stock of the Company (each. a “Warrant Share” and. collectively, the “Warrant Shares”) and (b) [●] pre-funded units (the “Pre-Funded Units”), each Pre-Funded Unit consisting of (i) one pre-funded warrant (each, a “Pre-Funded Warrant” and, collectively, the
PRE-FUNDED Warrant To Purchase Common Stock DIGITAL ALLY, INC.Digital Ally Inc • February 12th, 2020 • Radio & tv broadcasting & communications equipment • New York
Digital Ally, Inc., a company organized under the laws of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ______________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after February [___], 2020 (the “Initial Exercisability Date”), until exercised in full (the “Termination Date”), ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set for
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2014, by and among Digital Ally, Inc., a Nevada corporation, with headquarters located at 9705 Loiret Blvd., Lenexa, KS 66219 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2023 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of April 5, 2023, between Digital Ally, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2022 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2022, between Digital Ally, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2022 • Digital Ally Inc • Radio & tv broadcasting & communications equipment
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of October 13, 2022, between the Company and the Purchasers named therein (the “Purchase Agreement”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 6th, 2023 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 1, 2023 by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and (v) Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (the “Company Stockholder”). The Purchaser, Merger Sub, the Purchaser Representa
Digital Ally, Inc.Digital Ally Inc • January 28th, 2021 • Radio & tv broadcasting & communications equipment • New York
This agreement (the “Agreement”) constitutes the agreement between Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”) (the “Placement Agent”), and Digital Ally, Inc., a Nevada corporation (the “Company”), pursuant to which Kingswood will act as the placement agent on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) common stock (the “Shares”) of the Company, par value $0.001 per share (the “Common Stock”), (ii) warrants (“Warrants”) to purchase shares of Common Stock (the “Warrant Shares”) and (iii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares”) in lieu of shares of Common Stock, for any potential investor that determines, in its sole discretion, that such purchase of Shares would cause it to beneficially own in excess of the Beneficial Ownership Limitation (as defined in the Purchase Agreement). The Shares, Warrants, Warrant Shares, P
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 25, 2014, by and among Digital Ally, Inc., a Nevada corporation, with headquarters located at 9705 Loiret Boulevard, Lenexa, Kansas 66219 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of August [__], 2014 (this “Agreement”), is made by Digital Ally, Inc., a Nevada corporation (the “Company”), Digital Ally International, Inc. (“DAII”), a Nevada corporation, MEDICAL DEVICES aLLY, LLC, a Kansas limited liability company (“MDAL”) and each other Subsidiary of the Company, DAII and MDAL hereafter becoming party hereto (together with the Company, DAII, and MDAL each a “Grantor” and, collectively, the “Grantors”), in favor of Hudson Bay Master Fund Ltd., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below).
Lock-Up AgreementLock-Up Agreement • March 3rd, 2020 • Digital Ally Inc • Radio & tv broadcasting & communications equipment
Digital Ally, Inc. Key Executive Retention AgreementKey Executive Retention Agreement • June 3rd, 2009 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • Kansas
This Key Executive Retention Agreement (“Agreement”) is effective as of the latest date set forth on the signature page below, and is between Digital Ally, Inc., a Nevada corporation (“Employer”), and Michael Caulfield (“Executive”).
ContractDigital Ally Inc • May 6th, 2020 • Radio & tv broadcasting & communications equipment • Nevada
This warrant and the securities issuable upon the exercise hereof have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred except PURSUANT to an effective registration statement under the Securities Act of 1933, as amended, or an opinion of counsel satisfactory to the Company the registration is not required.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2015 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 16, 2015, between Digital Ally, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractCommon Stock Purchase Warrant • August 2nd, 2018 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
DIGITAL ALLY, INC. STOCK OPTION AGREEMENTOption and Restricted Stock Plan • January 31st, 2007 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • Nevada
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
ContractRestricted Stock Agreement • March 31st, 2023 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment • Nevada
AMENDED AND RESTATED GUARANTYGuaranty • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This AMENDED AND RESTATED GUARANTY, dated as of August [ ], 2014 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of the “Buyers” (as defined below) party to the Securities Purchase Agreements referenced below.
ContractCommon Stock Purchase Warrant • July 17th, 2015 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • Nevada
This warrant and the securities issuable upon the exercise hereof have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred except PURSUANT to an effective registration statement under the Securities Act of 1933, as amended, or an opinion of counsel satisfactory to the Company the registration is not required.
