REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2024 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 25, 2024, between Digital Ally, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2024 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between Digital Ally, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK DIGITAL ALLY, INC.Security Agreement • June 28th, 2024 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment • Nevada
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Ally, Inc., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
PERSONAL AND CONFIDENTIAL Mr. Stanton E. Ross, Chief Executive Officer Digital Ally, Inc. 14001 Marshall Drive Lenexa, KS 66215 United StatesPlacement Agent Agreement • June 28th, 2024 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment • New York
The purpose of this placement agent agreement (“Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed PIPE Offering (the “Placement”) by Digital Ally, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of common stock, warrants and pre-funded warrants (collectively, the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company. The Company confirms that entry into
SECOND AMENDMENT TO LOCK UP AGREEMENTLock-Up Agreement • June 28th, 2024 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment
This Second Amendment (“Second Amendment”) to the Lock-Up Agreement (as defined below) is made and entered into as of June 24, 2024, by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”) and (iii) Digital Ally, Inc., a Nevada corporation (the “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lock-Up Agreement (defined below).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • June 28th, 2024 • Digital Ally, Inc. • Radio & tv broadcasting & communications equipment
This First Amendment (“First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of June 24, 2024, by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and (iv) Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (the “Company Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
