ContractWarrant Agreement • March 21st, 2006 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL RECORDERS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2006 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Warrants referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 21st, 2006 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • New York
This Stock Pledge Agreement (this “Agreement”), dated as of March 15, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Digital Recorders, Inc., a North Carolina corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. DIGITAL RECORDERS, INC. TWINVISION OF NORTH AMERICA, INC. DIGITAL AUDIO CORPORATION and ROBINSON-TURNEY INTERNATIONAL, INC. Dated: March 15, 2006Security Agreement • March 21st, 2006 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • New York
This Security Agreement is made as of March 15, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), DIGITAL RECORDERS, INC., a North Carolina corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ContractSecured Non-Convertible Revolving Note • March 21st, 2006 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL RECORDERS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKSGrant of Security Interest • March 21st, 2006 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment
THIS GRANT OF SECURITY INTEREST (“Grant”), effected as of March 15, 2006, is executed by Digital Recorders, Inc., a North Carolina corporation, Digital Audio Corporation, a North Carolina corporation and Twin Vision of North America, Inc. (collectively, the “Grantor”), in favor of Laurus Master Fund, Ltd. (the “Secured Party”).
