Exhibit 10.48



 


Exhibit 10.48


 


DIGITAL ALLY, INC.


 


March __, 2014


 


First American Stock Transfer


[          ]


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  Re: Digital Ally, Inc. - Lock-Up Agreement


 




Dear Sirs:


 


This Lock-Up
Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”),
dated as of March 21, 2014 by and among Digital Ally, Inc. (the “Company”) and the investors party thereto (the
“Buyers”), with respect to the issuance of (i) senior secured convertible notes of the Company (the “Notes”)
pursuant to which shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
may be issued and (ii) warrants (the “Warrants”) which Warrants will be exercisable to purchase Common Stock.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.


 


In order
to induce the Buyers to enter into the Purchase Agreement, the undersigned agrees that, commencing on the date hereof and ending
on the date the Notes are no longer outstanding (the “Lock-Up Period”), the undersigned will not, and will cause
all affiliates (as defined in Rule 144 promulgated under the Securities Act of 1933, as amended) of the undersigned or any person
in privity with the undersigned or any affiliate of the undersigned not to, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly
or indirectly, any shares of Common Stock or Common Stock Equivalents, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended
and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any shares of Common
Stock or Common Stock Equivalents owned directly by the undersigned (including holding as a custodian) or with respect to which
the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively,
the “Undersigned’s Shares”), or (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any of the Undersigned’s Shares, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise,
(3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto,
with respect to the registration of any shares of Common Stock or Common Stock Equivalents or (4) publicly disclose the intention
to do any of the foregoing.


 




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The foregoing
restriction is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in privity with
the undersigned or any affiliate of the undersigned, from engaging in any hedging or other transaction which is designed to or
which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if the
Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions
would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any
put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates
to, or derives any significant part of its value from the Undersigned’s Shares.


 


Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that
the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct
or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees
to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition
for value or (iii) up to the Release Percentage per month of the Undersigned’s Shares as of the Closing Date to any third
party. For purposes of this Lock-Up Agreement, (x) “immediate family” shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin and (y) “Release Percentage” means, initially, zero
percent (0%), and after the date that is six (6) months immediately following the Closing Date, ten percent (10%). The undersigned
now has, and, except as contemplated by the immediately preceding sentence, for the duration of this Lock-Up Agreement will have,
good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever.
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent (the
“Transfer Agent”) and registrar against the transfer of the Undersigned’s Shares except in compliance
with the foregoing restrictions.


 


In order
to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting
any actions in violation of this Lock-Up Agreement.


 


The undersigned
acknowledges that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each Buyer to complete
the transactions contemplated by the Purchase Agreement and that the Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and
perform this Lock-Up Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will
indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.


 


The undersigned
understands and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal
representatives, successors, and assigns.


 


This Lock-Up
Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered
one and the same instrument.


 


This Lock-Up
Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any
choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the
laws of any jurisdiction other than the State of New York to be applied. In furtherance of the foregoing, the internal laws of
the State of New York will control the interpretation and construction of this Lock-Up Agreement, even if under such jurisdiction’s
choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.


 


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	 	Very truly yours,
	 	 
	 	 	 
	 	Exact Name of Shareholder
	 	 
	 	 	
	 	Authorized Signature
	 	 	
	 	 	 
	 	Title	 


 


	Agreed to and Acknowledged:	 
	 	 	 
	DIGITAL ALLY, INC.	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


 






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