0001354488-12-003683 Sample Contracts

ALLONGE TO 8% SUBORDINATED NOTE
Digital Ally Inc • July 30th, 2012 • Radio & tv broadcasting & communications equipment

This Allonge (the "Allonge"), dated as of July 24, 2012, is attached to and forms a part of an 8% Subordinated Note, dated November 7, 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 $1,000,000.

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SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • July 30th, 2012 • Digital Ally Inc • Radio & tv broadcasting & communications equipment

THIS SECOND AMENDMENT (the "Second 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"), and subsequently amended on November 7, 2011, is entered into by and between the Company and the Holder effective as of July 24, 2012.

AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • July 30th, 2012 • 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 November 7, 2011 by Digital Ally, Inc., a Nevada corporation (the "Company"), is entered into by and between the Company and the Holder effective as of July 24, 2012.

8% SUBORDINATED NOTE
Subordinated Note • July 30th, 2012 • Digital Ally Inc • Radio & tv broadcasting & communications equipment

This Second Allonge (the "Second Allonge"), dated as of July 24, 2012, 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. The Note was amended by an Allonge, dated November 7, 2011, and this Second Allonge amends the Note and the Allonge.

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