0000912057-01-523710 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • July 13th, 2001 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • Texas
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BETWEEN BENGT BODIN,
Stock Purchase Agreement • July 13th, 2001 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment
RECITALS
Security Agreement • July 13th, 2001 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • Texas
LOCK-UP AGREEMENT June 27, 2001
Lock-Up Agreement • July 13th, 2001 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment

The undersigned executive officer, director or principal shareholder of Digital Recorders, Inc., a North Carolina corporation (the "Company"), owns shares of common stock, $.10 per share ("Common Stock"), of the Company and understands that you propose to enter into a Convertible Loan Agreement, dated as of June 27, 2001 (the "Loan Agreement"), with the Company providing for a convertible loan to the Company in the aggregate principal amount of $3,000,000 (the "Loan"). In consideration for your execution of the Loan Agreement, your providing the Loan and for other good and valuable consideration, the receipt of which are hereby acknowledged, the undersigned agrees with you that for a period beginning on the date of the Loan Agreement and continuing to and including the date twelve (12) months after the date of the Loan Agreement (the "Lock-Up Period"), the undersigned will not, directly or indirectly, offer, sell, contract to sell, transfer, assign or otherwise dispose of any shares of

BY AND AMONG
Agreement • July 13th, 2001 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • Texas
SUBSIDIARY GUARANTY
Assumption Agreement • July 13th, 2001 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • Texas
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