0000950134-05-020567 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2005 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • North Carolina

WHEREAS, it is contemplated under that certain Stock Purchase Agreement by and between the Company and the Holder dated October 31, 2005 (as such may be amended from time to time, the “Stock Purchase Agreement”) and that certain Stock Purchase Warrant dated as of the Effective Date, by the Company in favor of the Holder (the “Warrant Agreement”), that the Company provide the Holder with certain registration rights.

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SHARE PURCHASE AGREEMENT By and Between JOHN D. HIGGINS as the “Buyer” herein, on the one hand, and DIGITAL RECORDERS, INC. as “DRI” herein, on the other hand Dated as of October 31, 2005
Share Purchase Agreement • November 4th, 2005 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • North Carolina

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2005, by and between JOHN D. HIGGINS (the “Buyer”), on the one hand, and DIGITAL RECORDERS, INC. (“DRI”) on the other.

STOCK PURCHASE WARRANT
Stock Purchase Warrant • November 4th, 2005 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • North Carolina

This Stock Purchase Warrant (this “Warrant”), dated November ___, 2005, is issued to JOHN D. HIGGINS (the “Holder”), by DIGITAL RECORDERS, INC., a North Carolina corporation (the “Company”).

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