REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2014, by and among Digital Ally, Inc., a Nevada corporation, with headquarters located at 9705 Loiret Blvd., Lenexa, KS 66219 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of August [__], 2014 (this “Agreement”), is made by Digital Ally, Inc., a Nevada corporation (the “Company”), Digital Ally International, Inc. (“DAII”), a Nevada corporation, MEDICAL DEVICES aLLY, LLC, a Kansas limited liability company (“MDAL”) and each other Subsidiary of the Company, DAII and MDAL hereafter becoming party hereto (together with the Company, DAII, and MDAL each a “Grantor” and, collectively, the “Grantors”), in favor of Hudson Bay Master Fund Ltd., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 25, 2014, by and among Digital Ally, Inc., a Nevada corporation, with headquarters located at 9705 Loiret Boulevard, Lenexa, Kansas 66219 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED GUARANTYGuaranty • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This AMENDED AND RESTATED GUARANTY, dated as of August [ ], 2014 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of the “Buyers” (as defined below) party to the Securities Purchase Agreements referenced below.
DIGITAL ALLY, INC. August [__], 2014Lock-Up Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
SUPPLEMENT TO PATENT SECURITY AGREEMENTPatent Security Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment
This SUPPLEMENT TO PATENT SECURITY AGREEMENT (this “Supplement”) is made effective as of August [__], 2014, by and among Digital Ally, Inc., a Nevada corporation (the “Company”), and each of the Grantors listed on the signature pages hereof (together with the Company, collectively, jointly and severally, “Grantors” and each individually “Grantor”), and HUDSON BAY MASTER FUND LTD., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below).
SUPPLEMENT TO TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment
This SUPPLEMENT TO TRADEMARK SECURITY AGREEMENT (this “Supplement”) is made effective as of August [__], 2014, by and among Digital Ally, Inc., a Nevada corporation (the “Company”), and each of the Grantors listed on the signature pages hereof (together with the Company, collectively, jointly and severally, “Grantors” and each individually “Grantor”), and HUDSON BAY MASTER FUND LTD., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below).
VOTING AGREEMENTVoting Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
VOTING AGREEMENT, dated as of August 25, 2014 (this “Agreement”), by and among Digital Ally, Inc., a Nevada corporation (the “Company”), and the shareholders listed on the signature pages hereto under the heading “Shareholders” (each, a “Shareholder” and collectively, the “Shareholders”).
REAFFIRMATION AGREEMENTReaffirmation Agreement • August 27th, 2014 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This REAFFIRMATION AGREEMENT, dated as of [______ __], 2014 (this “Agreement”), is made by and among Digital Ally, Inc., a Nevada corporation (the “Company”), Digital Ally International, Inc. (“DAII”), a Nevada corporation, and each other Subsidiary of the Company and DAII party hereto (together with the Company and DAII, each a “Transaction Party” and, collectively, the “Transaction Parties”), in favor of Hudson Bay Master Fund Ltd., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to them in the Existing Securities Purchase Agreement and the Existing Notes referred to below.
