ContractDigital Recorders Inc • May 4th, 2006 • 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTAmended and Restated Registration Rights Agreement • May 4th, 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.
SECURED TERM NOTESecured Term Note • May 4th, 2006 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • New York
FOR VALUE RECEIVED, DIGITAL RECORDERS INC., a North Carolina corporation (“DRI”), TWINVISION OF NORTH AMERICA, INC., a North Carolina corporation (“TwinVision”), DIGITAL AUDIO CORPORATION, a North Carolina corporation (“DAC”) and ROBINSON-TURNEY INTERNATIONAL, INC., a Texas corporation (“RTI”, and together with DRI, TwinVision and DAC, the “Company”), jointly and severally promise to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the “Holder”) or its registered assigns or successors in interest, the sum of One Million Six Hundred Thousand Dollars ($1,600,000), together with any accrued and unpaid interest hereon, on April 28, 2007 (the “Maturity Date”) if not sooner paid.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and DIGITAL RECORDERS, INC. TWINVISION OF NORTH AMERICA, INC. DIGITAL AUDIO CORPORATION AND ROBINSON- TURNEY INTERNATIONAL, INC. Dated: April 28, 2006Securities Purchase Agreement • May 4th, 2006 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2006, by and between DIGITAL RECORDERS, INC., a North Carolina corporation (“DRI”), TWIN VISION OF NORTH AMERICA, INC., a North Carolina corporation (“Twinvision”), DIGITAL AUDIO CORPORATION (“DAC”), a North Carolina corporation and ROBINSON-TURNEY INTERNATIONAL, INC., a Texas corporation (“RTI”, and together with DRI, Twinvision and DAC, the “Companies”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
