Exhibit 10.56



 


AMENDED
AND RESTATED GUARANTY


 


This
AMENDED AND RESTATED GUARANTY, dated as of August [  ], 2014 (this “Guaranty”), is made by each of
the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of the
“Buyers” (as defined below) party to the Securities Purchase Agreements referenced below.


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Securities Purchase Agreement, dated as of March 21, 2014 (as amended, restated or otherwise modified from time
to time, including all schedules thereto, the “Existing Securities Purchase Agreement”), among Digital Ally,
Inc., a Nevada corporation (the “Company”), and each party listed as a “Buyer” on the Schedule
of Buyers attached thereto, each an “Existing Buyer”, and collectively, the “Existing Buyers”),
the Company sold, and the Existing Buyers purchased, certain Notes as defined therein (collectively, the “Existing Notes”);


 


WHEREAS,
in connection with the Existing Securities Purchase Agreement, each of the Guarantors party thereto, entered into a Guaranty,
dated as of March 21, 2014 (as amended, restated or otherwise modified prior to the date hereof, including all schedules thereto,
the “Existing Guaranty”) in favor of the Existing Buyers;


 


WHEREAS,
pursuant to the Securities Purchase Agreement, dated as of August [25], 2014 (as amended, restated or otherwise modified from
time to time, including all schedules thereto, the “Additional Securities Purchase Agreement”, and together
with the Existing Securities Purchase Agreement, collectively, the “Securities Purchase Agreements”), among
the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each an “Additional
Buyer”, and collectively, the “Additional Buyers”, and together with the Existing Buyers, each a
”Buyer”, and collectively, the “Buyers”), the Company agreed to sell, and the Additional
Buyers agreed to purchase certain Notes as defined therein (collectively, the “Additional Notes”, and together
with the Existing Notes, collectively, the “Notes”);


 


WHEREAS,
the Buyers have requested, and the Guarantors have agreed, that the Guarantors shall execute and deliver to the Buyers, this Guaranty
guaranteeing all of the obligations of the Company under the Securities Purchase Agreements, the Notes and the other “Transaction
Documents” (as defined in the Securities Purchase Agreements, the “Transaction Documents”);


 


WHEREAS,
pursuant to the Pledge and Security Agreement, dated as of March 21, 2014, as amended and restated by the Amended and Restated
Pledge and Security Agreement, dated as of the date hereof (the “Security Agreement”), the Company and the
Guarantors have granted to Hudson Bay Master Fund Ltd., as collateral agent for the Buyers (in such capacity, the “Collateral
Agent”), a security interest in and lien on their assets to secure their respective obligations under the Existing Guaranty,
this Guaranty, the Securities Purchase Agreements, the Notes and the other Transaction Documents; and


 




    	 



    	 



    


 


WHEREAS,
each Guarantor has determined that the execution, delivery and performance of this Guaranty directly benefits, and is in the best
interest of, such Guarantor.


 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and for other consideration, the sufficiency of which is
hereby acknowledged, each Guarantor hereby agrees with each Buyer that the Existing Guaranty is hereby amended and restated in
its entirety to read as follows:


 


SECTION
1. Definitions. Reference is hereby made to the Securities Purchase Agreements and the Notes for a statement of the terms
thereof. All terms used in this Guaranty, which are defined in the Securities Purchase Agreements or the Notes and not otherwise
defined herein, shall have the same meanings herein as set forth therein.


 


SECTION
2. Guaranty. The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty (a) the punctual payment,
as and when due and payable, by stated maturity or otherwise, of all obligations and any other amounts now or hereafter owing
by the Company in respect of the Securities Purchase Agreements, the Notes and the other Transaction Documents, including, without
limitation, all interest that accrues after the commencement of any proceeding commenced by or against any the Company or any
Guarantor under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy
or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally
with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an “Insolvency Proceeding”),
whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding,
and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the
Transaction Documents, and any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Buyers
or the Collateral Agent in enforcing any rights under this Guaranty (such obligations, to the extent not paid by the Company,
being the “Guaranteed Obligations”) and (b) the punctual and faithful performance, keeping, observance and
fulfillment by the Company of all of the agreements, conditions, covenants and obligations of the Company contained in the Securities
Purchase Agreements, the Notes and the other Transaction Documents. Without limiting the generality of the foregoing, each Guarantor’s
liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company
to the Buyers under the Securities Purchase Agreements and the Notes but for the fact that they are unenforceable or not allowable
due to the existence of an Insolvency Proceeding involving any Guarantor or the Company (each, a “Transaction Party”).


 


SECTION
3. Guaranty Absolute; Continuing Guaranty; Assignments.


 


(a)
The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms
of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Buyers with respect thereto. The obligations of each Guarantor under this Guaranty are
independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor
to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction
Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses
it may now or hereafter have in any way relating to, any or all of the following:


 


(i)
any lack of validity or enforceability of any Transaction Document or any agreement or instrument relating thereto;


 




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(ii)
any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any
other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase
in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or otherwise;


 


(iii)
any taking, exchange, release or non-perfection of any collateral with respect to the Guaranteed Obligations, or any taking, release
or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; or


 


(iv)
any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of
any Transaction Party.


 


This
Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by any Buyer or any other Person upon the insolvency, bankruptcy or reorganization
of any Transaction Party or otherwise, all as though such payment had not been made.


 


(b)
This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the complete conversion of all of the
Company’s obligations under the Notes to equity securities of the Company and/or indefeasible payment in full in cash of all obligations
under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding
any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty
(excluding any inchoate or unmatured contingent indemnification obligations) and (ii) be binding upon each Guarantor and its respective
successors and assigns. This Guaranty shall inure to the benefit of and be enforceable by the Buyers and their respective successors,
and permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, any Buyer may pledge,
assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of any Transaction
Document to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted
to such Buyer herein or otherwise, in each case as provided in the Securities Purchase Agreements or such Transaction Document.
Notwithstanding the foregoing and for the avoidance of doubt, this Guaranty will expire and each Guarantor will be released from
its obligation hereunder upon the complete conversion of all of the Company’s obligations under the Notes to equity securities
of the Company and/or indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification
obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification
obligations) and payment of all other amounts payable under this Guaranty (excluding any inchoate or unmatured contingent indemnification
obligations).


 




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SECTION
4. Waivers. To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, notice of acceptance
and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Buyers or
the Collateral Agent exhaust any right or take any action against any Transaction Party or any other Person or any Collateral
(as defined in the Security Agreement). Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated herein and that the waiver set forth in this Section 4 is knowingly made in contemplation
of such benefits. The Guarantors hereby waive any right to revoke this Guaranty, and acknowledge that this Guaranty is continuing
in nature and applies to all Guaranteed Obligations, whether existing now or in the future.


 


SECTION
5. Subrogation. No Guarantor may exercise any rights that it may now or hereafter acquire against any Transaction Party
or any other guarantor that arise from the existence, payment, performance or enforcement of any Guarantor’s obligations under
this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification
and any right to participate in any claim or remedy of the Buyers or the Collateral Agent against any Transaction Party or any
other guarantor or any Collateral (as defined in the Security Agreement), whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Transaction
Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment
or security solely on account of such claim, remedy or right, unless and until the complete conversion of all of the Company’s
obligations under the Notes to equity securities of the Company and/or indefeasible payment in full in cash of all obligations
under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding
any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty
(excluding any inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to a Guarantor in violation
of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations
and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of the Buyers and shall
forthwith be paid ratably to the Buyers to be credited and applied to the Guaranteed Obligations and all other amounts payable
under this Guaranty, whether matured or unmatured, in accordance with the terms of the Transaction Documents, or to be held as
collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (a) any Guarantor
shall make payment to the Buyers of all or any part of the Guaranteed Obligations, and (b) the Buyers receive the complete conversion
of all of the Company’s obligations under the Notes to equity securities of the Company and/or indefeasible payment in full in
cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion
and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts
payable under this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations), the Buyers will, at
such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed
Obligations resulting from such payment by such Guarantor.


 




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SECTION
6. Representations, Warranties and Covenants.


 


(a)
Each Guarantor hereby represents and warrants as of the date first written above as follows:


 


(i)
Each Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite
corporate, limited liability company or limited partnership power and authority to conduct its business as now conducted and as
presently contemplated and to execute and deliver this Guaranty and each other Transaction Document to which the Guarantor is
a party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in
good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary except where the failure to be so qualified would not result in a Material
Adverse Effect.


 


(ii)
The execution, delivery and performance by each Guarantor of this Guaranty and each other Transaction Document to which such Guarantor
is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action,
(B) do not and will not contravene its charter or by-laws, its limited liability company or operating agreement or its certificate
of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding on the Guarantor
or its properties do not and will not result in or require the creation of any lien (other than pursuant to any Transaction Document)
upon or with respect to any of its properties, and (C) do not and will not result in any default, noncompliance, suspension, revocation,
impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations
or any of its properties.


 


(iii)
No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required in connection
with the due execution, delivery and performance by the Guarantor of this Guaranty or any of the other Transaction Documents to
which the Guarantor is a party (other than expressly provided for in any of the Transaction Documents).


 


(iv)
Each of this Guaranty and the other Transaction Documents to which the Guarantor is or will be a party, when delivered, will be,
a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except
as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other
similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law).


 


(v)
There is no pending or, to the best knowledge of the Guarantor, threatened action, suit or proceeding against the Guarantor or
to which any of the properties of the Guarantor is subject, before any court or other governmental authority or any arbitrator
that (A) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty
or any of the other Transaction Documents to which the Guarantor is a party or any transaction contemplated hereby or thereby.


 




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(vi)
The Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreements, the Notes and the other
Transaction Documents, and (B) now has and will continue to have independent means of obtaining information concerning the affairs,
financial condition and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from
the Collateral Agent or any Buyer, any credit or other information concerning the affairs, financial condition or business of
the Company or the other Transaction Parties that may come under the control of the Collateral Agent or any Buyer.


 


(b)
The Guarantor covenants and agrees that until the complete conversion of all of the Company’s obligations under the Notes to equity
securities of the Company and/or indefeasible payment in full in cash of all obligations under the Notes (together with any matured
indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent
indemnification obligations) and payment of all other amounts payable under this Guaranty (excluding any inchoate or unmatured
contingent indemnification obligations), it will comply with each of the covenants (except to the extent applicable only to a
public company) which are set forth in Section 4 of the Securities Purchase Agreements as if the Guarantor were a party
thereto.


 


SECTION
7. Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent and any
Buyer may, and is hereby authorized to, at any time and from time to time, without notice to the Guarantors (any such notice being
expressly waived by each Guarantor) and to the fullest extent permitted by law, set-off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by any Buyer to or
for the credit or the account of any Guarantor against any and all obligations of the Guarantors now or hereafter existing under
this Guaranty or any other Transaction Document, irrespective of whether or not Collateral Agent or any Buyer shall have made
any demand under this Guaranty or any other Transaction Document and although such obligations may be contingent or unmatured.
Collateral Agent and each Buyer agrees to notify the relevant Guarantor promptly after any such set-off and application made by
such Buyer, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights
of the Collateral Agent or any Buyer under this Section 7 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Collateral Agent or such Buyer may have under this Guaranty or any other Transaction
Document in law or otherwise.


 


SECTION
8. Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed (by
overnight mail or by certified mail, postage prepaid and return receipt requested), telecopied or delivered, if to any Guarantor,
to the address for such Guarantor set forth on the signature page hereto, or if to any Buyer, to it at its respective address
set forth in the Securities Purchase Agreements; or as to any Person at such other address as shall be designated by such Person
in a written notice to such other Person complying as to delivery with the terms of this Section 8. All such notices and
other communications shall be effective (i) if mailed (by certified mail, postage prepaid and return receipt requested), when
received or three Business Days after deposited in the mails, whichever occurs first; (ii) if telecopied, when transmitted and
confirmation is received, provided same is on a Business Day and, if not, on the next Business Day; or (iii) if delivered by hand,
upon delivery, provided same is on a Business Day and, if not, on the next Business Day.


 




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SECTION
9. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY
OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GUARANTOR
HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BUYERS TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ANY OTHER JURISDICTION. ANY GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING
OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS.


 


SECTION
10. WAIVER OF JURY TRIAL, ETC. EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
CONCERNING ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT,
DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING
FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT
ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH GUARANTOR CERTIFIES THAT
NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BUYER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY BUYER WOULD NOT,
IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH GUARANTOR HEREBY ACKNOWLEDGES
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYERS ENTERING INTO THE OTHER TRANSACTION DOCUMENTS.


 




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SECTION
11. Taxes.


 


(a)
All payments made by any Guarantor hereunder or under any other Transaction Document shall be made in accordance with the terms
of the respective Transaction Document and shall be made without set-off, counterclaim, deduction or other defense. All such payments
shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of any Buyer by the jurisdiction
in which such Buyer is organized or where it has its principal lending office (all such nonexcluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities, collectively or individually, “Taxes”). If any Guarantor shall be required
to deduct or to withhold any Taxes from or in respect of any amount payable hereunder or under any other Transaction Document:


 


(i)
the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings
(including Taxes on amounts payable to any Buyer pursuant to this sentence) each Buyer receives an amount equal to the sum it
would have received had no such deduction or withholding been made,


 


(ii)
such Guarantor shall make such deduction or withholding,


 


(iii)
such Guarantor shall pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable
law, and


 


(iv)
as promptly as possible thereafter, such Guarantor shall send the Buyers an official receipt (or, if an official receipt is not
available, such other documentation as shall be satisfactory to the Buyers, as the case may be) showing payment. In addition,
each Guarantor agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or
otherwise with respect to, this Agreement or any other Transaction Document (collectively, “Other Taxes”).


 


(b)
Each Guarantor hereby indemnifies and agrees to hold the Collateral Agent and each Buyer (each an “Indemnified
Party”) harmless from and against Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed
by any jurisdiction on amounts payable under this Section 11) paid by any Indemnified Party as a result of any payment
made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or
any other Transaction Document, and any liability (including penalties, interest and expenses for nonpayment, late payment or
otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be paid within 30 days from the date on which such Buyer makes written demand therefor, which demand
shall identify the nature and amount of such Taxes or Other Taxes.


 


(c)
If any Guarantor fails to perform any of its obligations under this Section 11, such Guarantor shall indemnify the Collateral
Agent and each Buyer for any taxes, interest or penalties that may become payable as a result of any such failure. The obligations
of the Guarantors under this Section 11 shall survive the termination of this Guaranty and the payment of the Obligations
and all other amounts payable hereunder.


 




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SECTION
12. Miscellaneous.


 


(a)
Each Guarantor will make each payment hereunder in lawful money of the United States of America and in immediately available funds
to each Buyer, at such address specified by such Buyer from time to time by notice to the Guarantors.


 


(b)
No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any
event be effective unless the same shall be in writing and signed by each Guarantor and each Buyer, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.


 


(c)
No failure on the part of the Collateral Agent or any Buyer to exercise, and no delay in exercising, any right hereunder or under
any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder
or under any Transaction Document preclude any other or further exercise thereof or the exercise of any other right. The rights
and remedies of the Collateral Agent and the Buyers provided herein and in the other Transaction Documents are cumulative and
are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of the Collateral Agent and the Buyers
under any Transaction Document against any party thereto are not conditional or contingent on any attempt by the Collateral Agent
or any Buyer to exercise any of their respective rights under any other Transaction Document against such party or against any
other Person.


 


(d)
Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.


 


(e)
This Guaranty shall (i) be binding on each Guarantor and its respective successors and assigns, and (ii) inure, together with
all rights and remedies of the Collateral Agent and the Buyers hereunder, to the benefit of the Collateral Agent and the Buyers
and their respective successors, transferees and assigns. Without limiting the generality of clause (ii) of the immediately preceding
sentence, the Collateral Agent and any Buyer may assign or otherwise transfer its rights and obligations under the Securities
Purchase Agreements or any other Transaction Document to any other Person in accordance with the terms thereof, and such other
Person shall thereupon become vested with all of the benefits in respect thereof granted to the Collateral Agent or such Buyer,
as the case may be, herein or otherwise. None of the rights or obligations of any Guarantor hereunder may be assigned or otherwise
transferred without the prior written consent of each Buyer.


 


(f)
This Guaranty reflects the entire understanding of the transaction contemplated hereby and shall not be contradicted or qualified
by any other agreement, oral or written, entered into before the date hereof.


 




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(g)
Section headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any
other purpose.


 


(h)
This Guaranty may be executed by each party hereto on a separate counterpart, each of which when so executed and delivered shall
be an original, but all of which together shall constitute one agreement. Delivery of an executed counterpart by facsimile or
other method of electronic transmission shall be equally effective as delivery of an original executed counterpart.


 


(i)
This Guaranty shall be governed by and construed in accordance with the law of the State
of New York applicable to contracts made and to be performed therein without regard to conflict of law principles.


 


(j)
Each Guarantor hereby acknowledges and agrees that this Guaranty shall amend, restate, modify, extend, renew and continue the
terms and provisions contained in the Existing Guaranty and shall not extinguish or release any Guarantor from any liability under
the Existing Guaranty or otherwise constitute a novation of the obligations (including, without limitation, the Guaranteed Obligations
(as defined in the Existing Guaranty)) thereunder.


 


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IN
WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed by its respective duly authorized officer, as of the date
first above written.


 





	 	Digital Ally International, Inc., 

a
    Nevada corporation



 


	 	By:	 
	 	Name:	 
	 	Title:	 



 





	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Facsimile:	 



 


	 	MEDICAL DEVICES
    aLLY, LLC, 

a Kansas limited liability company






 


	 	By:	 
	 	Name:	 
	 	Title:	 



 






	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Facsimile:	 


 



    	Guaranty