DIGITAL ALLY, INC. UNDERWRITING AGREEMENT [●] Shares of Common Stock Common Warrants to Purchase up to [●] Shares of Common Stock Pre-Funded Warrants to Purchase up to [●] Shares of Common StockUnderwriting Agreement • February 7th, 2020 • Digital Ally Inc • Radio & tv broadcasting & communications equipment • New York
Digital Ally, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), (i) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Firm Pre-Funded Warrants”) to purchase up to an aggregate of [●] shares of Common Stock at an exercise price of $0.001 per share (the “Firm Pre-Funded Warrant Shares”) and (iii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [●] shares of Common Stock (the “Firm Warrant Shares”). The Firm Shares, the Firm Pre-Funded Warrants, the Firm Warrants, the Firm Pre-Funded Warrant Shares and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” The C
