Exhibit 10.45



 


Exhibit 10.45


 


GUARANTY


 


GUARANTY, dated as of March 21, 2014, 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 Agreement referenced below.


 


W I T N
E S S E T H :


 


WHEREAS, Digital Ally, Inc., a Nevada corporation
(the ”Company”), and each party listed as a “Buyer” on the Schedule of Buyers attached to the Securities
Purchase Agreement (each a “Buyer”, and collectively, the “Buyers”) are parties to that certain
Securities Purchase Agreement, dated as of March 21, 2014 (the “Securities Purchase Agreement”), pursuant to
which, among other things, the Buyers shall purchase from the Company certain senior secured convertible “Notes” (as
defined in the Securities Purchase Agreement) (collectively, the “Notes”);


 


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


 


WHEREAS, pursuant
to a 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 this Guaranty,
the Securities Purchase Agreement, 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 as follows:


 


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


 




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Section
12.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 Agreement, 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 Agreement, 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 Agreement 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
13.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;


 


(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


 




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(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 Agreement 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).


 


Section
14.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.


 




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Section
15.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.


 


Section
16.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.


 




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(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. 


 


(vi)The
Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement, 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 Agreement as if the Guarantor were a party
thereto.


 




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Section
17.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
18.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 Agreement; 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.


 


Section
19.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.


 




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Section
20.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.


 


Section
21.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,


 




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(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.


 


Section
22.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.


 




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(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 Agreement
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.


 


(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.


 


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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:	/s/
    Stanton E. Ross
	 	Name:	Stanton E. Ross
	 	Title:	President
	 	 	 
	 	Address for Notices:
	 	 	 
	 	 	 
	 	 	 
	 	Facsimile: