EXHIBIT
10.5


 


Intellectual
property SECURITY AGREEMENT





 


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”).







 


WHEREAS:


 


A.
Reference is made to that certain Security Agreement (the “Security Agreement”), entered into by and among
the Grantor, the other “Guarantors” party thereto, and the Secured Lender, which secures certain now existing and
future arising obligations owing to the Secured Lender (as defined in the Security Agreement) under the Transaction Documents
(as defined in the Purchase Agreement (as defined below)), as provided in the Security Agreement;


 


B.
Pursuant to the Security Agreement and that certain Securities Purchase Agreement (the “Purchase Agreement”),
entered into between the Grantor and Secured Lender, the Grantor is required to execute and deliver to the Secured Lender this
Agreement;


 


C.
Pursuant to the terms of the Security Agreement, the Grantor has granted to the Secured Lender (as defined in the Security Agreement),
a security interest in substantially all the assets of the Grantor, including all right, title and interest of the Grantor in,
the IP Collateral (as defined below); and


 


D.
Capitalized terms used and not otherwise defined herein that are defined in the Security Agreement or the Purchase Agreement shall
have the meanings given such terms in the Security Agreement or the Purchase Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements set forth herein and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Grantor hereby grants to the Secured Lender, for the benefit of the Secured
Lender (as defined in the Security Agreement), to secure the Obligations (as defined in the Security Agreement), a continuing
security interest in all of the Grantor’s right, title and interest in, to and under the following, whether presently existing
or hereafter created or acquired:


 


1.
Each United States and foreign trademark and trademark application, including, without limitation, each United States federally
registered trademark and trademark application referred to in Schedule 1 annexed hereto, together with any reissues, continuations
or extensions thereof and all goodwill associated therewith;


 


2.
Each trademark license, including, without limitation, each trademark license listed on Schedule 1 annexed hereto, together
with all goodwill associated therewith;


 


3.
All products and proceeds of the foregoing items 1 through 2, including, without limitation, any claim by the Grantor against
third parties for past, present or future infringement, misappropriation, dilution, violation or other impairment of any trademark,
including, without limitation, any trademark referred to in Schedule 1 annexed hereto, any trademark issued pursuant to
a trademark application referred to in Schedule 1 and any trademark licensed under any trademark license listed on Schedule
1 annexed hereto (items 1 through 3 being herein collectively referred to as the “Trademark Collateral”);


 




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4.
Each United States and foreign patent and patent application, including, without limitation, each United States federally registered
patent and patent application referred to in Schedule 2 annexed hereto, together with any reissues, continuations or extensions
thereof and all goodwill associated therewith;


 


5.
Each patent license, including, without limitation, each patent license listed on Schedule 2 annexed hereto, together with
all goodwill associated therewith;


 


6.
All products and proceeds of the foregoing items 4 through 5, including, without limitation, any claim by the Grantor against
third parties for past, present or future infringement, misappropriation, dilution, violation or other impairment of any patent,
including, without limitation, any patent referred to in Schedule 2 annexed hereto, any trademark issued pursuant to a
patent application referred to in Schedule 2 and any patent licensed under any patent license listed on Schedule 2
annexed hereto (items 4 through 6 being herein collectively referred to as the “Patent Collateral”);


 


7.
If applicable, each United States and foreign copyright and copyright application, including, without limitation, each United
States federally registered copyright and copyright application referred to in Schedule 3 annexed hereto, together with
any reissues, continuations or extensions thereof and all goodwill associated therewith;


 


8.
If applicable, each copyright license, including, without limitation, each copyright license listed on Schedule 3 annexed
hereto, together with all goodwill associated therewith;


 


9.
All products and proceeds of the foregoing items 7 through 8, including, without limitation, any claim by the Grantor against
third parties for past, present or future infringement, misappropriation, dilution, violation or other impairment of any copyright,
including, without limitation, any copyright referred to in Schedule 3 annexed hereto, any copyright issued pursuant to
a copyright application referred to in Schedule 3 and any copyright licensed under any copyright license listed on Schedule
3 annexed hereto (items 7 through 9 being herein collectively referred to as the “Copyright Collateral”;
items 1 through 9 being herein (i.e., the Trademark Collateral, the Patent Collateral, and the Copyright Collateral) collectively
referred to as the “IP Collateral”).


 


This
security interest is granted in conjunction with the security interests granted to the Secured Lender, pursuant to the Security
Agreement and the other Transaction Documents (as defined in the Purchase Agreement). The Grantor hereby acknowledges and affirms
that the rights and remedies of the Secured Lender with respect to the security interest in the IP Collateral made and granted
hereby are more fully set forth in the Transaction Documents (as defined in the Purchase Agreement), the terms and provisions
of which are incorporated by reference herein as if fully set forth herein. Capitalized terms used but not defined herein have
the respective meanings ascribed thereto in the Transaction Documents (as defined in the Purchase Agreement).


 




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Grantor
shall give Secured Lender prior written notice of no less than five (5) Business Days before filing any additional application
for registration of any trademark and prompt notice in writing of any additional trademark registrations, patent registration,
or copyright registrations granted therefor after the date hereof. Without limiting Grantor’s obligations under this paragraph,
Grantor hereby authorizes Secured Lender unilaterally to modify this Agreement by amending Schedules 1, 2, or 3 to include any
future United States registered trademarks, patents, copyrights or applications therefor of Grantor. Notwithstanding the foregoing,
no failure to so modify this Agreement or amend Schedules 1, 2, or 3 shall in any way affect, invalidate or detract from Secured
Lender’s continuing security interest in all Collateral, whether or not listed on Schedule 1, 2, or 3.


 


Grantor
hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility
for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their trademarks subject
to the security interest hereunder.


 


This
Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart.


 


This
Agreement is a Transaction Document (as defined in the Purchase Agreement).


 


This
Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Agreement and all disputes arising hereunder shall be governed by, the laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The parties
hereto (a) agree that any legal action or proceeding with respect to this Agreement or any other agreement, document, or other
instrument executed in connection herewith or therewith, shall be brought in any state or federal court located within the City
of New York, New York, (b) irrevocably waive any objections which either may now or hereafter have to the venue of any suit, action
or proceeding arising out of or relating to this Agreement, or any other agreement, document, or other instrument executed in
connection herewith, brought in the aforementioned courts and (c) further irrevocably waive any claim that any such suit, action,
or proceeding brought in any such court has been brought in an inconvenient forum.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




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The
Grantor has caused this Intellectual Property Security Agreement to be duly executed by its duly authorized officer thereunto
as of the date first set forth above.


 


	 	DIGITAL
    ALLY, INC., a Nevada corporation
	 	 	 
	 	By:	        
	 	Name:
    	 
	 	Title:	 


 


Acknowledged:


 


[___]


as
Secured Lender & Collateral Agent


 


	By:	 	 
	Name:
    	 	 
	Title:	 	 


 




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SCHEDULE
1


to


Intellectual
property SECURITY AGREEMENT


 


Trademark
Collateral


 




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SCHEDULE
2





to


Intellectual
property SECURITY AGREEMENT


 


Patent
Collateral


 




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SCHEDULE
3


to


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


Copyright
Collateral


 



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