0001354488-11-004224 Sample Contracts

Contract
Common Stock Purchase Warrant • November 10th, 2011 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • Nevada

This warrant and the securities issuable upon the exercise hereof have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred except PURSUANT to an effective registration statement under the Securities Act of 1933, as amended, or an opinion of counsel satisfactory to the Company the registration is not required.

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Contract
Subordinated Note • November 10th, 2011 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • Arizona

This Note has not been registered under the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws. the Note may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Company, that an exemption from such registration is available.

AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant Amendment • November 10th, 2011 • Digital Ally Inc • Radio & tv broadcasting & communications equipment

THIS AMENDMENT (the "Amendment") to the Common Stock Purchase Warrant (the "Warrant") issued to _________________ (the "Holder") on May 31, 2011 by Digital Ally, Inc., a Nevada corporation (the "Company"), is entered into by and between the Company and the Holder effective as of November 7, 2011.

ALLONGE TO 8% SUBORDINATED NOTE
8% Subordinated Note • November 10th, 2011 • Digital Ally Inc • Radio & tv broadcasting & communications equipment

This Allonge (the "Allonge"), dated as of November 7, 2011, is attached to and forms a part of an 8% Subordinated Note, dated May 31, 2011 (collectively, the "Note"), made by Digital Ally, Inc., a Nevada corporation (the "Company"), payable to the order of _______________ (the "Holder") in the original principal amount of $1,500,000.

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