0000950123-10-035275 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2010 • Dri Corp • Communications equipment, nec

THIS REGISTRATION RIGHTS AGREEMENT dated as of the day of , 2009 by and among DRI CORPORATION, a North Carolina corporation (the “Company”) and (the “Holder”).

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THIRD AMENDMENT TO WARRANT
Warrant • April 15th, 2010 • Dri Corp • Communications equipment, nec • New York

THIRD AMENDMENT dated effective as of December 29, 2009 (this “Amendment”), between DRI CORPORATION, a North Carolina corporation (“DRI”), and BHC INTERIM FUNDING III, L.P. (“Holder”) to that certain Warrant dated as of June 30, 2008 (as amended, modified, supplemented or restated from time to time, the “Warrant”).

FIFTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 15th, 2010 • Dri Corp • Communications equipment, nec • New York

THIS FIFTH AMENDMENT is entered into as of December 29, 2009 (this “Amendment”) among DIGITAL RECORDERS, INC., a North Carolina corporation (“Digital”), TWINVISION OF NORTH AMERICA, INC., a North Carolina corporation (“TwinVision” and, together with Digital, the “Borrowers”), DRI CORPORATION, a North Carolina corporation (“Guarantor” and, together with the Borrowers, the “Loan Parties”), and BHC INTERIM FUNDING III, L.P., a Delaware limited partnership (“Lender”), to that certain Loan and Security Agreement dated as of June 30, 2008 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) among the Loan Parties and Lender. Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.

AMENDMENT NO. 6 TO REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • April 15th, 2010 • Dri Corp • Communications equipment, nec • New York

THIS AMENDMENT NO. 6 (this “Agreement”) is entered into as of December 29, 2009, by and between DIGITAL RECORDERS, INC. (“DR”), TWINVISION OF NORTH AMERICA, INC. (“TVna”, collectively with DR, each a “Borrower”, and collectively the “Borrowers”), DRI CORPORATION (“DRI”, DRI and the Borrowers, each a “Loan Party, and collectively, the “Loan Parties”), the financial institutions party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

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