SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2016 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2016, is by and among Duos Technologies Group, Inc., a Florida corporation with offices located at 6622 Southpoint Drive South, Suite 310, Jacksonville, Florida 32216 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 6th, 2016 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
SECURITY AND PLEDGE AGREEMENT, dated as of April 1, 2016 (this “Agreement”), made by Duos Technologies Group, Inc., a Florida corporation, with offices located at 6622 Southpoint Drive South, Suite 310, Jacksonville, Florida 32216 (the “Company”), and each of the undersigned direct and indirect Domestic Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of GPB Debt Holdings II, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Securities Purchase Agreement, dated as of March 31, 2016 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).
GUARANTYGuaranty • April 6th, 2016 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
This GUARANTY, dated as of April 1, 2016 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of GPB Debt Holdings II, LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
ContractWarrant Agreement • April 6th, 2016 • Duos Technologies Group, Inc. • Services-prepackaged software
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
