Exhibit 10.47



 


Exhibit 10.47


 


VOTING AGREEMENT


 


VOTING AGREEMENT,
dated as of March __, 2014 (this “Agreement”), by and among Digital Ally, Inc., a Nevada corporation (the “Company”),
and the shareholders listed on the signature pages hereto under the heading “Shareholders” (each, a “Shareholder”
and collectively, the “Shareholders”).


 


WHEREAS, the
Company and certain investors (each, an “Investor”, and collectively, the “Investors”) have
entered into a Securities Purchase Agreement, dated as March __, 2014 (the “Securities Purchase Agreement”),
pursuant to which, among other things, the Company has agreed to issue and sell to the Investors and the Investors have agreed
to purchase, (i) senior secured convertible notes of the Company (the “Notes”) pursuant to which the shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”) may be issued and (ii)
warrants which will be exercisable to purchase shares of Common Stock.


 


WHEREAS, as of
the date hereof, the Shareholders own collectively [ ] shares of Common Stock, which represent in the aggregate approximately [
][1]% of the total issued and outstanding capital stock of the Company; and


 


WHEREAS, as
a condition to the willingness of the Investors to enter into the Securities Purchase Agreement and to consummate the transactions
contemplated thereby (collectively, the “Transaction”), the Investors have required that each Shareholder agrees,
and in order to induce the Investors to enter into the Securities Purchase Agreement, each Shareholder has agreed, to enter into
this Agreement with respect to all the Common Stock now owned and which may hereafter be acquired by the Shareholders and any other
securities, if any, which such Shareholder is currently entitled to vote, or after the date hererof, becomes entitled to vote,
at any meeting of shareholders of the Company (the “Other Securities”).


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby,
the parties hereto hereby agree as follows:


 


Section
23.


 


VOTING AGREEMENT OF THE SHAREHOLDER


 


(a)Voting
Agreement. Subject to the last sentence of this Section 1.01, each Shareholder hereby agrees that at any meeting of the shareholders
of the Company, however called, and in any action by written consent of the Company’s shareholders, each of the Shareholders
shall vote the Common Stock and the Other Securities: (a) in favor of the Stockholder Approval (as defined in the Securities Purchase
Agreement) as described in Section 4(p) of the Securities Purchase Agreement; and (b) against any proposal or any other corporate
action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement
of the Company under the Securities Purchase Agreement or which could result in any of the conditions to the Company’s obligations
under the Securities Purchase Agreement not being fulfilled. Each Shareholder acknowledges receipt and review of a copy of the
Securities Purchase Agreement and the other Transaction Documents (as defined in the Securities Purchase Agreement). The obligations
of the Shareholders under this Section 1.01 shall terminate immediately following the occurrence of the Stockholder Approval. 


 










[1]
Percentage to be no less than [  ]%.


 




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Section
24.


 


REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDER


 


Each Shareholder
hereby represents and warrants, severally but not jointly, to each of the Investors as follows:


 


(a)Authority
Relative to This Agreement. Each Shareholder has all necessary legal capacity, power and authority to execute and deliver this
Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has
been duly executed and delivered by such Shareholder and constitutes a legal, valid and binding obligation of such Shareholder,
enforceable against such Shareholder in accordance with its terms, except (a) as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to,
or affecting generally the enforcement of creditors’ and other obligees’ rights, (b) where the remedy of specific performance
or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court
before which the proceeding may be brought, and (c) where rights to indemnity and contribution thereunder may be limited by applicable
law and public policy.


 


(b)No
Conflict. (i) The execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement
by such Shareholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation,
order, judgment or decree applicable to such Shareholder or by which the Common Stock or the Other Securities owned by such Shareholder
are bound or affected or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or
result in the creation of a lien or encumbrance on any of the Common Stock or the Other Securities owned by such Shareholder pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation
to which such Shareholder is a party or by which such Shareholder or the Common Stock or Other Securities owned by such Shareholder
are bound.


 


(ii)The
execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement by such Shareholder
shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity
by such Shareholder.


 


(c)Title
to the Stock. As of the date hereof, each Shareholder is the owner of the number of shares of Common Stock set forth opposite
its name on Appendix A attached hereto, entitled to vote, without restriction, on all matters brought before holders of
capital stock of the Company, which Common Stock represent on the date hereof the percentage of the outstanding stock and voting
power of the Company set forth on such Appendix. Such Common Stock are all the securities of the Company owned, either of record
or beneficially, by such Shareholder. Such Common Stock are owned free and clear of all security interests, liens, claims, pledges,
options, rights of first refusal, agreements, limitations on such Shareholder’s voting rights, charges and other encumbrances
of any nature whatsoever. No Shareholder has appointed or granted any proxy, which appointment or grant is still effective, with
respect to the Common Stock or Other Securities owned by such shareholder.


 




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Section
25.


 


COVENANTS


 


(a)No
Disposition or Encumbrance of Stock. Each Shareholder hereby covenants and agrees that, until the Stockholder Approval has
been obtained, except as contemplated by this Agreement, such Shareholder shall not offer or agree to sell, transfer, tender, assign,
hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist any security
interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on such Shareholder’s voting rights,
charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to the Common Stock or Other
Securities, directly or indirectly, initiate, solicit or encourage any person to take actions which could reasonably be expected
to lead to the occurrence of any of the foregoing; provided, however, that any such Shareholder may assign, sell
or transfer any Common Stock or Other Securities provided that any such recipient of the Common Stock or Other Securities has delivered
to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors that the recipient shall
be bound by, and the Common Stock and/or Other Securities so transferred, assigned or sold shall remain subject to this Agreement.


 


(b)Company
Cooperation. The Company hereby covenants and agrees that it will not, and such Shareholder irrevocably and unconditionally
acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any
Encumbrance or agreement on any of the Common Stock or Other Securities subject to this Agreement unless the provisions of Section
3.01 have been complied with. The Company agrees to use its reasonable best efforts to ensure that at any time in which any Stockholder
Approval is required pursuant to Section 4(p) of the Securities Purchase Agreement, it will cause holders of Common Stock or Other
Securities representing the percentage of outstanding capital stock required to vote in favor of the Transaction in order for the
Company to comply with its obligations under Section 4(p) of the Securities Purchase Agreement to become party to and bound by
the terms and conditions of this Agreement and the Common Stock and Other Securities held by such holders to be subject to the
terms and conditions of this Agreement.


 


Section
26.


 


MISCELLANEOUS


 


(a)Further
Assurances. Each Shareholder will execute and deliver such further documents and instruments and take all further action as
may be reasonably necessary in order to consummate the transactions contemplated hereby.


 




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(b)Specific
Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that any Investor (without being joined by any other Investor) shall be entitled
to specific performance of the terms hereof, in addition to any other remedy at law or in equity. Any Investor shall be entitled
to its reasonable attorneys’ fees in any action brought to enforce this Agreement in which it is the prevailing party.


 


(c)Entire
Agreement. This Agreement constitutes the entire agreement among the Company and the Shareholders with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Company and the Shareholders
with respect to the subject matter hereof.


 


(d)Amendment.
The provisions of this Agreement may not be amended or waived, nor may this Agreement be terminated by the Company other than pursuant
to the provisions of Section 4.07.


 


(e)Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(f)Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal 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 hereby agree that all actions or proceedings arising directly or indirectly from
or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States
District Court for the Southern District of New York located in New York County, New York. The parties consent to the jurisdiction
and venue of the foregoing courts and consent that any process or notice of motion or other application to any of said courts or
a judge thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail,
return receipt requested, directed to the party being served at its address set forth on the signature ages to this Agreement (and
service so made shall be deemed complete three (3) days after the same has been posted as aforesaid) or by personal service or
in such other manner as may be permissible under the rules of said courts. Each of the Company and each Shareholder irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of
any such suit, action, or proceeding brought in such a court and any claim that suit, action, or proceeding has been brought in
an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


(g)Termination.
This Agreement shall terminate immediately following the occurrence of the Stockholder Approval.


 


[Signature Page Follows]


 




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IN
WITNESS WHEREOF, each Shareholder and the Company has duly executed this Agreement.


 


	 	THE COMPANY:
	 	 
	 	DIGITAL ALLY, INC.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	Dated: March ___, 2014	 	 
	 	 	 
	 	Address:	Digital Ally, Inc.
	 	 	9705 Loiret Blvd.
	 	 	Lenexa, KS 66219


 


	 	SHAREHOLDERS:
	 	
        [          ]

	 	 
	 	 
	 	 
	Dated: March ___, 2014	 
	 	 
	 	Address:
	 	 
	 	SHAREHOLDERS:
	 	
        [          ]

	 	 
	 	 
	 	 
	Dated: March ___, 2014	 
	 	 
	 	Address:


 




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APPENDIX A


 


	Shareholder	 	
        Common
Stock

Owned
	 	Percentage of Stock

 Outstanding	 	
        Voting
Percentage

of Stock

Outstanding

	[          ]	 	 	 	 	 	 
	[          ]	 	 	 	 	 	 


 




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