0000950153-05-003121 Sample Contracts

EXHIBIT 1 DIRECTED ELECTRONICS, INC. COMMON STOCK, PAR VALUE $0.01 UNDERWRITING AGREEMENT
Underwriting Agreement • December 12th, 2005 • Directed Electronics, Inc. • Household audio & video equipment • New York
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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 12th, 2005 • Directed Electronics, Inc. • Household audio & video equipment • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as the same may hereafter be amended, supplemented or modified, this “Agreement”), dated as of November 23, 2005, among DIRECTED ELECTRONICS, INC. (together with its successors and assigns, the “Parent”); MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (together with its successors and assigns, “MassMutual”); MASSMUTUAL CORPORATE INVESTORS (together with its successors and assigns, “Corporate Investors”); MASSMUTUAL PARTICIPATION INVESTORS (together with its successors and assigns, “Participation Investors,” together with MassMutual and Corporate Investors, the “MassMutual Investors”); BANCBOSTON INVESTMENTS, INC. (together with its successors and assigns “BBI,” collectively with the MassMutual Investors, the “Warrant Investors”); 555 MADISON INVESTORS, LLC (“Madison”), HVB U.S. FINANCE, INC. (“HVB,” together with Madison and their successors and assigns, the “Senior Lenders”); ISSA FAMILY FOUNDATION (collectively, with the Senior Lenders

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