SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MAY 3, 2019Digital Ally Inc • April 4th, 2018 • Radio & tv broadcasting & communications equipment • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Digital Ally, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 9705 Loiret Blvd, Lenexa, KS 66219, designated as its Senior Secured Convertible Promissory Note due May 3, 2019 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”). These Notes, and all Transaction Documents, as defined in the Securities Purchase Agreement of even date hereto, will become effective upon the satisfactory evidence, through a federal wire reference number generated through the Fedwire funds transfer system operated by the United States Federal Reserve Banks, repayment to the holders of those certain senior secured debentures dated December 30, 2016 has been successfully effected according to the instructions provided by holders of those debentures.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2018 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 3, 2018, between Digital Ally, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including each successors and assigns, the “Purchaser” or in the aggregate, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • April 4th, 2018 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
This SECURITY AGREEMENT, dated as of April 3, 2018 (this “Agreement”), is among Digital Ally, Inc., a Nevada corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT Digital Ally, Inc.Digital Ally Inc • April 4th, 2018 • Radio & tv broadcasting & communications equipment
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 April 3, 2018 (the “Issuance Date”) and on or prior to the close of business on the fifth (5th)-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Ally, Inc., a Nevada corporation (the “Company”), up to [_______] shares1 (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 4th, 2018 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
SUBSIDIARY GUARANTEE, dated as of April 3, 2018 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Digital Ally, Inc., a Nevada corporation (the “Company”) and the Purchasers.
Intellectual property SECURITY AGREEMENTIntellectual Property Security Agreement • April 4th, 2018 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
THIS Intellectual property SECURITY AGREEMENT (this “Agreement”), dated as of April 3, 2018, by Digital Ally, Inc., a Nevada corporation (the “Grantor”), in favor of [___], as secured lender and Collateral Agent (the “Secured Lender”).
