FORM OF COMMON STOCK PURCHASE WARRANT DUOS TECHNOLOGIES GROUP, INC.Common Stock Purchase Warrant • July 23rd, 2024 • Duos Technologies Group, Inc. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (this “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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DUOS TECHNOLOGIES GROUP, INC., a Florida corporation (the “Company”), up to ________________ (______) shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
form of series e REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2024 • Duos Technologies Group, Inc. • Services-prepackaged software
UNDERWRITING AGREEMENT between DUOS TECHNOLOGIES GROUP, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • February 19th, 2020 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
The undersigned, Duos Technologies Group, Inc., a corporation formed under the laws of the State of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Duos Technologies Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2016 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2016, is by and among Duos Technologies Group, Inc., a Florida corporation with offices located at 6622 Southpoint Drive South, Suite 310, Jacksonville, Florida 32216 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • January 24th, 2020 • Duos Technologies Group, Inc. • Services-prepackaged software
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Duos Technologies Group, Inc., a Florida corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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 WARRANTCommon Stock Purchase Warrant • November 29th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (this “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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DUOS TECHNOLOGIES GROUP INC., a Florida corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
1,325,000 Shares1 Duos Technologies Group, Inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2022 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
Duos Technologies Group, Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,325,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the Underwriters an option to purchase up to 198,750 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 6th, 2016 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
SECURITY AND PLEDGE AGREEMENT, dated as of April 1, 2016 (this “Agreement”), made by Duos Technologies Group, Inc., a Florida corporation, with offices located at 6622 Southpoint Drive South, Suite 310, Jacksonville, Florida 32216 (the “Company”), and each of the undersigned direct and indirect Domestic Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of GPB Debt Holdings II, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Securities Purchase Agreement, dated as of March 31, 2016 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
FORM OF SERIES d SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 25th, 2024 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2024, between Duos Technologies Group, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
GUARANTYGuaranty • April 6th, 2016 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
This GUARANTY, dated as of April 1, 2016 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • May 17th, 2024 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
Duos Technologies Group, Inc., a Florida corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows:
form of series e SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 25th, 2024 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2024, between Duos Technologies Group, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WARRANT TO PURCHASE COMMON STOCK DUOS TECHNOLGIES GROUP, INC.Purchase Warrant Agreement • February 19th, 2020 • Duos Technologies Group, Inc. • Services-prepackaged software
THIS WARRANT TO PURCHASE COMMON STOCK (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 10, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Duos Technologies Group, Inc., a Florida corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 14th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
THIS WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of July ____, 2017 (the “Issuance Date”) between Duos Technologies Group, Inc., a company incorporated under the laws of the State of Florida (the “Company”), and Pacific Stock Transfer (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2024 • Duos Technologies Group, Inc. • Services-prepackaged software • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 25, 2024, by and between Duos Technologies Group, Inc., a Florida corporation with its principal place of business located at 7660 Centurion Parkway, Suite 100, Jacksonville, Florida 32256 (the “Company”), and Adrian G. Goldfarb, an individual and resident of the State of Florida (“Executive” and together with the Company, the “Parties” and each, a “Party”).
ContractCommon Stock Purchase Warrant • December 23rd, 2016 • Duos Technologies Group, Inc. • Services-prepackaged software • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
DUOS TECHNOLOGIES GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DIRECTORNon-Qualified Stock Option Agreement • May 15th, 2020 • Duos Technologies Group, Inc. • Services-prepackaged software • Florida
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the 1st day of ________, 20__, by and between Duos Technologies Group, Inc. (the “Company”) and _____________ (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2019 • Duos Technologies Group, Inc. • Services-prepackaged software • Florida
This agreement is dated this 1st day of April 2018, between Duos Technologies Group, Inc., a Florida corporation (OTCQB: DUOT), and any of its subsidiaries and affiliates (hereinafter referred to as “Employer”) and Connie Weeks, hereinafter referred to as “Employee”).
AMENDMENT #6 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $2,500,000 PROMISSORY NOTESecurities Purchase Agreement • November 20th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software
This Amendment #6, dated November 20, 2017 (this “Amendment”), is by and between Duos Technologies Group, Inc., a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
CONSULTING AGREEMENTConsulting Agreement • September 17th, 2008 • Information Systems Associates, Inc. • Services-prepackaged software • Florida
This Consulting Agreement (the “Agreement”) is made and entered into as of September 12, 2008, by and between Information Systems Associates, Inc., a Florida corporation (the “Company”) and all successor corporate entities, and Old Firm Energy Corporation, a Belize International Business Company (the “Consultant”). The Company and the Consultant are hereinafter each referred to as a “Party” and collectively as the “Parties.”
DUOS TECHNOLOGIES GROUP, INC. AND TRUSTEE INDENTURE DATED AS OF DEBT SECURITIESIndenture • June 12th, 2023 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
CONSULTING AGREEMENTConsulting Agreement • April 27th, 2007 • Information Systems Associates, Inc. • California
This Agreement (the “Agreement”) is made and entered into this 15th day of January, 2006, by and between Information System Associates, Inc., a Florida corporation (the “Company”) and all successor corporate entities, and First Alliance Group, Inc., a Nevada limited liability company (the “Consultant”). The Company and the Consultant are hereinafter each referred to as a “Party” and collectively as the “Parties.”
FORBEARANCE AGREEMENTForbearance Agreement • November 20th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
This FORBEARANCE AGREEMENT (this "Agreement") is entered into as of May 12, 2017, by and among Duos Technology Group, Inc. (the "Borrower"), a Delaware corporation, and GPB Debt Holdings II, LLC, a Delaware limited liability company (the "Lender"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Documents (as hereinafter defined).
Re: Agreement to Convert Promissory NoteAgreement to Convert Promissory Note • June 15th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software • Florida
You are being sent this letter as you are currently the holder of a promissory note dated _____, _____ (the “Note”), issued by Duos Technologies Group, Inc., a Florida corporation (the “Company”), pursuant to which you are owed remaining principal and accrued interest in the amount of ______ through June 30, 2017 (the “Note Obligation”).
PROMISSORY NOTEPromissory Note • May 15th, 2013 • Information Systems Associates, Inc. • Services-prepackaged software • Florida
Borrower: Information Systems Associates of 819 SW Federal Highway, Suite 206, Stuart, FL 34994 (individually and collectively the "Borrower")
REVOLVING CREDIT LINE AGREEMENTRevolving Credit Line Agreement • May 15th, 2013 • Information Systems Associates, Inc. • Services-prepackaged software • Florida
Intending to be legally bound by this Revolving Credit Line Agreement ("Agreement"), dated______________, _________________________, an individual, whose mailing address is _______________________________ ________________ (the "Lender") and INFORMATION SYSTEMS ASSOCIATES, INC., a Florida corporation, whose mailing address is 819 SW Federal Hwy, Suite 206, Stuart, FL 34994 (the "Borrower") agree as follows:
CONSULTING AGREEMENTConsulting Agreement • April 27th, 2007 • Information Systems Associates, Inc. • Florida
This CONSULTING AGREEMENT made this 16th day of November 2006 effective as from January 24, 2006, by and between Simon Goldberg and Razi Mireskandari both partners of Simons Muirhead and Burton Solicitors whose address is 50 Broadwick Street, London, England SW1 United Kingdom (hereinafter referred to as "Consultant") and Information Systems Associates, Inc. a Florida corporation with offices at 2120 Danforth Circle, Palm City, FL 34990 (hereinafter referred to as the "Company")
AMENDMENT #1Securities Purchase Agreement and Promissory Note • August 15th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software
This Amendment #1, dated May 22, 2017 (this “Amendment”), is by and between Duos Technologies Group, Inc., a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2015 • Information Systems Associates, Inc. • Services-prepackaged software • Florida
This agreement is dated this 1st day of May, 2003, between Duos Technologies, Inc., a Florida corporation, and any of its subsidiaries and affiliates (hereinafter referred to as “Employer”) and Gianni B. Arcaini (hereinafter referred to as “Employee”).
FORM OF SECURITY AGREEMENTSecurity Agreement • July 23rd, 2024 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
SECURITY AGREEMENT, dated as of July 22, 2024 (this “Agreement”), made by Duos Technologies Group, Inc., a Florida corporation, with offices located at 7660 Centurion Parkway, Suite 100, Jacksonville, Florida 32256 (the “Company”), and each of the undersigned Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of Bleichroeder LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Promissory Notes, dated as of July 22, 2024 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Notes”).
CONSULTING AGREEMENTConsulting Agreement • September 17th, 2008 • Information Systems Associates, Inc. • Services-prepackaged software • Florida
This Consulting Agreement (the “Agreement”) is made and entered into as of July 31, 2008 (the “Effective Date”), by and between Information Systems Associates, Inc., a Florida corporation (the “Company) and all successor corporate entities, and William Gerhauser (the “Consultant”). The Company and the Consultant are hereinafter each referred to as a “Party” and collectively as the “Parties.”
PROMISSORY NOTEPromissory Note • September 27th, 2019 • Duos Technologies Group, Inc. • Services-prepackaged software • Florida
FOR VALUE RECEIVED, DUOS TECHNOLOGIES GROUP, INC., a corporation incorporated under the laws of the State of Florida and located at 6622 Southpoint Drive S., Suite 310, Jacksonville, Florida 32216 (the “Borrower”), hereby promises to (i) pay to the order of ______________________, and having an address at ____________________, or its successors or assigns (the “Lender”), the principal amount of _________ United States Dollars (US$________) by no later than the date that is June 25, 2020 (the “Maturity Date”) and to pay interest on the principal amount outstanding hereunder at the rate of three percent (3%) per annum commencing on the date hereof ("Issuance Date"), and (ii) issue to the Lender a common stock purchase warrant permitting the Lender to purchase for cash ________ shares of common stock of the Borrower at a price per share of $0.55 (the “Warrants”) in the form of Exhibit A hereto. This Promissory Note, as may be amended or supplemented from time to time, shall be referred to
Re: Agreement to Convert Deferred CompensationAgreement to Convert Deferred Compensation • June 15th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software
You are being sent this letter as you are currently owed deferred compensation under your employment agreement with Duos Technologies Group, Inc., a Florida corporation (the “Company”), in the amount of $700,543 through June 30, 2017 (the “Debt Obligation”).
Re: Letter Agreement to Convert Portion of Senior Secured NoteLetter Agreement to Convert Portion of Senior Secured Note • August 15th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software • Florida
You are being sent this letter as GPB Debt Holdings ll, LLC is currently the holder (the "Holder" or "you") of that certain senior secured note in the original princi pal amount of $1,800,000 issued on A pril l, 2016 (attached hereto as Exhibit A, the "Note") by Duos Technologies Group, Inc., a Florida corporation (the "Company"), pursuant to which you are owed (i) remaining principal in the amount of $1,800,000 (the "Principal Payment Obligation"), (ii) accrued interest of $21,105 through July 31, 2017, and (iii) interest payments through April l, 2019 calculated based on the Principal Payment Obligation.
OFFSHORE STOCK PURCHASE AGREEMENTSubscription Agreement • April 27th, 2007 • Information Systems Associates, Inc. • Florida
This Offshore Stock Purchase Agreement (the “Agreement”) is entered into this 1st day of November, 2005 (the “Effective Date”), by and between Information Systems Associates, Inc., a Florida corporation (“ISA”) and Aquatica Investments, Inc. (“Aquatica”), a Bahamian corporation.
