0000950134-05-012601 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2005 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • North Carolina

WHEREAS, it is contemplated under that certain Stock Purchase Agreement by and between the Company and the Holder dated June 23, 2005 (as such may be amended from time to time, the “Stock Purchase Agreement”) and that certain Stock Purchase Warrant dated as of June 23, 2005, by the Company in favor of the Holder (the “Warrant Agreement”), that the Company provide the Holder with certain registration rights.

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SHARE PURCHASE AGREEMENT By and Between JOHN D. HIGGINS as the “Buyer” herein, on the one hand, and DIGITAL RECORDERS, INC. as “DRI” herein, on the other hand Dated as of June 23, 2005
Share Purchase Agreement • June 28th, 2005 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • North Carolina

SHARE PURCHASE AGREEMENT, dated as of June 23, 2005, by and between JOHN D. HIGGINS (the “Buyer”), on the one hand, and DIGITAL RECORDERS, INC. (“DRI”) on the other.

STOCK PURCHASE WARRANT
Stock Purchase Warrant • June 28th, 2005 • Digital Recorders Inc • Radio & tv broadcasting & communications equipment • North Carolina

This Stock Purchase Warrant (this “Warrant”), dated June 23, 2005, is issued to DOLPHIN OFFSHORE PARTNERS, L.P. (the “Holder”), by DIGITAL RECORDERS, INC., a North Carolina corporation (the “Company”).

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