SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2007 • Digital Recorders Inc • Communications equipment, nec • 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 and certain other warrants and shares of Common Stock issued to the Purchaser subsequent to the Security Agreement.
OMNIBUS AMENDMENTSecurity Agreement • January 16th, 2007 • Digital Recorders Inc • Communications equipment, nec • New York
This Omnibus Amendment, dated as of December 31, 2006, by and between Digital Recorders, Inc., a North Carolina corporation (the “Company”), 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 the Company, Twinvision and DAC, the “Credit Parties” and each a “Credit Party”) and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”), amends that certain Security Agreement, dated as of March 15, 2006 (the “Initial Closing Date”), by and between the Credit Parties and Purchaser (as amended, modified or supplemented from time to time, the “Security Agreement”); that certain Secured Non-Convertible Revolving Note, dated March 15, 2006 made by the Company in favor of Purchaser for the total principal amount of $6,000,000 (as amended and restated, amended, modified or supplemented from time to time, the
AMENDED AND RESTATED SECURED TERM NOTESecured Term Note • January 16th, 2007 • Digital Recorders Inc • Communications equipment, nec • 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, (i) the sum of One Million One Hundred Thousand Dollars ($1,100,000) (the “Initial Principal Amount”), together with any accrued and unpaid interest thereon, on April 28, 2007 (the “Initial Maturity Date”) and (ii) the sum of Five Hundred Thousand Dollars ($500,000) (the “Second Principal Amount”, and together with the Initial Principal Amount, the “Principal A
