Duos Technologies Group, Inc. Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2023 • Duos Technologies Group, Inc. • Services-prepackaged software

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and certain Purchasers (the “Purchase Agreement”), and the Exchange Agreement, dated as of the date hereof, between the Company and certain Purchasers (the "Exchange Agreement").

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UNDERWRITING AGREEMENT Between DUOS TECHNOLOGIES GROUP, INC. And THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters
Underwriting Agreement • January 24th, 2020 • Duos Technologies Group, Inc. • Services-prepackaged software • New York

The undersigned, Duos Technologies Group, Inc., a corporation formed under the laws of the State of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Duos Technologies Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

COMMON STOCK PURCHASE WARRANT DUOS TECHNOLOGIES GROUP, INC.
Duos Technologies Group, Inc. • July 14th, 2017 • Services-prepackaged software • New York

THIS COMMON STOCK PURCHASE WARRANT (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 on or after [●] ___, (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Duos Technologies Group, Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of th

WARRANT TO PURCHASE COMMON STOCK DUOS TECHNOLGIES GROUP, INC.
Duos Technologies Group, Inc. • February 19th, 2020 • Services-prepackaged software

THIS 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 on or after August 10, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Duos Technologies Group, Inc., a Florida corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT
Duos Technologies Group, Inc. • November 29th, 2017 • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (this “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 on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DUOS TECHNOLOGIES GROUP INC., a Florida corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

UNDERWRITING AGREEMENT between DUOS TECHNOLOGIES GROUP, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters
Underwriting Agreement • February 19th, 2020 • Duos Technologies Group, Inc. • Services-prepackaged software • New York

The undersigned, Duos Technologies Group, Inc., a corporation formed under the laws of the State of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Duos Technologies Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

FORM OF SECURITIES PURCHASE AGREEMENT
Form of Securities Purchase Agreement • August 3rd, 2023 • Duos Technologies Group, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2023, between Duos Technologies Group, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

1,325,000 Shares1 Duos Technologies Group, Inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • February 7th, 2022 • Duos Technologies Group, Inc. • Services-prepackaged software • New York

Duos Technologies Group, Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,325,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the Underwriters an option to purchase up to 198,750 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”

SECURITY AND PLEDGE AGREEMENT
Security 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”).

GUARANTY
Guaranty • 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).

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2023 • Duos Technologies Group, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 10, 2023, between Duos Technologies Group, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • August 3rd, 2023 • Duos Technologies Group, Inc. • Services-prepackaged software

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • July 14th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software • New York

THIS WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of July ____, 2017 (the “Issuance Date”) between Duos Technologies Group, Inc., a company incorporated under the laws of the State of Florida (the “Company”), and Pacific Stock Transfer (the “Warrant Agent”).

DUOS TECHNOLOGIES GROUP, INC. AND TRUSTEE INDENTURE DATED AS OF DEBT SECURITIES
Indenture • June 12th, 2023 • Duos Technologies Group, Inc. • Services-prepackaged software • New York
Contract
Duos Technologies Group, Inc. • December 23rd, 2016 • Services-prepackaged software • Nevada

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

EMPLOYMENT AGREEMENT
Employment Agreement • December 7th, 2023 • Duos Technologies Group, Inc. • Services-prepackaged software • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 1,2023, by and between Duos Technologies Group, Inc., a Florida corporation with its principal place of business located at 7660 Centurion Parkway. Suite 100, Jacksonville, Florida 32256 (the “Company”), and Andrew W. Murphy, an individual and resident of the State of Florida (“Executive” and together with the Company, the “Parties” and each, a “Party”).

form of series e SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 25th, 2024 • Duos Technologies Group, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2024, between Duos Technologies Group, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 29th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this "Agreement") is dated as of November 21, 2017, between Duos Technologies Group Inc., a Florida corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

DUOS TECHNOLOGIES GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DIRECTOR
Non-Qualified Stock Option Agreement • May 15th, 2020 • Duos Technologies Group, Inc. • Services-prepackaged software • Florida

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the 1st day of ________, 20__, by and between Duos Technologies Group, Inc. (the “Company”) and _____________ (the “Optionee”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 11th, 2019 • Duos Technologies Group, Inc. • Services-prepackaged software • Florida

This agreement is dated this 1st day of April 2018, between Duos Technologies Group, Inc., a Florida corporation (OTCQB: DUOT), and any of its subsidiaries and affiliates (hereinafter referred to as “Employer”) and Connie Weeks, hereinafter referred to as “Employee”).

CONSULTING AGREEMENT
Consulting Agreement • September 17th, 2008 • Information Systems Associates, Inc. • Services-prepackaged software • Florida

This Consulting Agreement (the “Agreement”) is made and entered into as of September 12, 2008, by and between Information Systems Associates, Inc., a Florida corporation (the “Company”) and all successor corporate entities, and Old Firm Energy Corporation, a Belize International Business Company (the “Consultant”). The Company and the Consultant are hereinafter each referred to as a “Party” and collectively as the “Parties.”

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CONSULTING AGREEMENT
Consulting Agreement • April 27th, 2007 • Information Systems Associates, Inc. • California

This Agreement (the “Agreement”) is made and entered into this 15th day of January, 2006, by and between Information System Associates, Inc., a Florida corporation (the “Company”) and all successor corporate entities, and First Alliance Group, Inc., a Nevada limited liability company (the “Consultant”). The Company and the Consultant are hereinafter each referred to as a “Party” and collectively as the “Parties.”

AMENDMENT #5 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $2,500,000 PROMISSORY NOTE
Securities Purchase Agreement • November 20th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software

This Amendment #5, dated November 16, 2017 (this “Amendment”), is by and between Duos Technologies Group, Inc., a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)

form of series e REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 25th, 2024 • Duos Technologies Group, Inc. • Services-prepackaged software
Re: Agreement to Convert Promissory Note
Duos Technologies Group, Inc. • June 15th, 2017 • Services-prepackaged software • Florida

You are being sent this letter as you are currently the holder of a promissory note dated _____, _____ (the “Note”), issued by Duos Technologies Group, Inc., a Florida corporation (the “Company”), pursuant to which you are owed remaining principal and accrued interest in the amount of ______ through June 30, 2017 (the “Note Obligation”).

PROMISSORY NOTE
Information Systems Associates, Inc. • May 15th, 2013 • Services-prepackaged software • Florida

Borrower: Information Systems Associates of 819 SW Federal Highway, Suite 206, Stuart, FL 34994 (individually and collectively the "Borrower")

REVOLVING CREDIT LINE AGREEMENT
Revolving Credit Line Agreement • May 15th, 2013 • Information Systems Associates, Inc. • Services-prepackaged software • Florida

Intending to be legally bound by this Revolving Credit Line Agreement ("Agreement"), dated______________, _________________________, an individual, whose mailing address is _______________________________ ________________ (the "Lender") and INFORMATION SYSTEMS ASSOCIATES, INC., a Florida corporation, whose mailing address is 819 SW Federal Hwy, Suite 206, Stuart, FL 34994 (the "Borrower") agree as follows:

AMENDMENT #6 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $2,500,000 PROMISSORY NOTE
The Securities Purchase Agreement • November 20th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software

This Amendment #6, dated November 20, 2017 (this “Amendment”), is by and between Duos Technologies Group, Inc., a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)

CONSULTING AGREEMENT
Consulting Agreement • April 27th, 2007 • Information Systems Associates, Inc. • Florida

This CONSULTING AGREEMENT made this 16th day of November 2006 effective as from January 24, 2006, by and between Simon Goldberg and Razi Mireskandari both partners of Simons Muirhead and Burton Solicitors whose address is 50 Broadwick Street, London, England SW1 United Kingdom (hereinafter referred to as "Consultant") and Information Systems Associates, Inc. a Florida corporation with offices at 2120 Danforth Circle, Palm City, FL 34990 (hereinafter referred to as the "Company")

AMENDMENT #1
The Securities Purchase Agreement • August 15th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software

This Amendment #1, dated May 22, 2017 (this “Amendment”), is by and between Duos Technologies Group, Inc., a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)

EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2015 • Information Systems Associates, Inc. • Services-prepackaged software • Florida

This agreement is dated this 1st day of May, 2003, between Duos Technologies, Inc., a Florida corporation, and any of its subsidiaries and affiliates (hereinafter referred to as “Employer”) and Gianni B. Arcaini (hereinafter referred to as “Employee”).

CONSULTING AGREEMENT
Consulting Agreement • September 17th, 2008 • Information Systems Associates, Inc. • Services-prepackaged software • Florida

This Consulting Agreement (the “Agreement”) is made and entered into as of July 31, 2008 (the “Effective Date”), by and between Information Systems Associates, Inc., a Florida corporation (the “Company) and all successor corporate entities, and William Gerhauser (the “Consultant”). The Company and the Consultant are hereinafter each referred to as a “Party” and collectively as the “Parties.”

PROMISSORY NOTE
Duos Technologies Group, Inc. • September 27th, 2019 • Services-prepackaged software • Florida

FOR VALUE RECEIVED, DUOS TECHNOLOGIES GROUP, INC., a corporation incorporated under the laws of the State of Florida and located at 6622 Southpoint Drive S., Suite 310, Jacksonville, Florida 32216 (the “Borrower”), hereby promises to (i) pay to the order of ______________________, and having an address at ____________________, or its successors or assigns (the “Lender”), the principal amount of _________ United States Dollars (US$________) by no later than the date that is June 25, 2020 (the “Maturity Date”) and to pay interest on the principal amount outstanding hereunder at the rate of three percent (3%) per annum commencing on the date hereof ("Issuance Date"), and (ii) issue to the Lender a common stock purchase warrant permitting the Lender to purchase for cash ________ shares of common stock of the Borrower at a price per share of $0.55 (the “Warrants”) in the form of Exhibit A hereto. This Promissory Note, as may be amended or supplemented from time to time, shall be referred to

Re: Agreement to Convert Deferred Compensation
Duos Technologies Group, Inc. • June 15th, 2017 • Services-prepackaged software

You are being sent this letter as you are currently owed deferred compensation under your employment agreement with Duos Technologies Group, Inc., a Florida corporation (the “Company”), in the amount of $700,543 through June 30, 2017 (the “Debt Obligation”).

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