Exhibit 10.48



 


Exhibit 10.48


 


VOLUNTARY ADJUSTMENT AND CONSENT
AGREEMENT


 


This Voluntary
Adjustment and Consent Agreement (this “Agreement”) is entered into as of July 10, 2014, by and between Digital
Ally, Inc., a Nevada corporation (the “Company”), and the investor signatory hereto (the “Investor”),
with reference to the following facts:


 


A. The Company
and certain investors (including the Investor) (the “Buyers”) are parties to that certain Securities Purchase
Agreement, dated as of March 21, 2014 (as amended as of the date hereof, the “Securities Purchase Agreement”),
pursuant to which on March 24, 2014 the Company sold, and the Buyers listed on the Schedule of Buyers attached thereto purchased,
among other things, certain senior secured convertible notes (as amended as of the date hereof, the “Notes”)
convertible into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Notes,
Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement;


 


B. Pursuant
to Section 7(d) of the Notes, the Company desires to reduce the Conversion Price (as defined in the Notes) in effect to $6.25 (as
adjusted for stock splits, stock dividends, recapitalizations and similar events) solely during the period commencing on, and including,
July 10, 2014 and ending, and including, July 14, 2014 (the “Voluntary Adjustment”, and such period, the “Voluntary
Adjustment Period”);


 


C. Concurrently
herewith, the Company has also requested that each other holder of Notes enter into agreements in form and substance identical
to this Agreement (the “Other Agreements”, and together with this Agreement, the “Agreements”).


 


NOW, THEREFORE,
in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


1. Effective
Date. Upon such date as the Required Holders (as defined in the Notes) shall have executed Agreements, this Agreement shall
be deemed effective as of July 10, 2014 (the “Effective Date”).


 


2. Consents.
The Investor hereby consents to the Voluntary Adjustment during the Voluntary Adjustment Period.


 




    	 



    	 



    


 


3. Ratification.
The Company hereby confirms and agrees that, except as set forth in Section 2 above, (i) the Securities Purchase Agreement,
the Notes, the Securities, the Security Documents, the Guarantees and each other Transaction Document is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed in all respects, (ii) to the extent that the Security Documents,
the Guarantees or any other Transaction Document purports to assign or pledge to the Buyers and the holders of the Securities,
or to grant a security interest in or lien on, any collateral as security for the obligations of the Company from time to time
existing in respect of the Notes and any other Transaction Document, such pledge, assignment and/or grant of the security interest
or lien is hereby ratified and confirmed in all respects, and shall apply with respect to the obligations under the Notes, and
(iii) the execution, delivery and effectiveness of this Agreement shall not operate as an amendment of any right, power or remedy
of the Buyers under any Transaction Document, nor constitute an amendment of any provision of any Transaction Document.


 


4. Disclosure
of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following
the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated
by this Agreement in the form required by the 1934 Act and attaching the form of the Agreements as an exhibit to such filing (including
all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K Filing
with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of
its Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in the 8-K Filing.


 


5. Independent
Nature of Investor’s Obligations and Rights. The obligations of the Investor under this Agreement or any other Transaction
Document are several and not joint with the obligations of any other Buyer, and the Investor shall not be responsible in any way
for the performance of the obligations of any other Buyer under any Transaction Document or Other Agreement. Nothing contained
herein or in any Other Agreement or any other Transaction Document, and no action taken by the Investor pursuant hereto, shall
be deemed to constitute the Investor and other Buyers as a partnership, an association, a joint venture or any other kind of entity,
or create a presumption that the Investor and other Buyers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by this Agreement, any Other Agreement or any other Transaction Document and the Company
acknowledges that the Buyers are not acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Agreement, any Other Agreement and any other Transaction Document. The Company and the Investor confirm that the Investor
has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and
advisors. The Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights
arising out of this Agreement, any Other Agreement or out of any other Transaction Documents, and it shall not be necessary for
any other Buyer to be joined as an additional party in any proceeding for such purpose.


 


6. No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 




    	 



    	 



    


 


7. Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one
and the same instrument. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains
a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page
were an original thereof.


 


8. No Strict Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party.


 


9. Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


10. 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).


 


11. Amendments.
No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor.


 


12. Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


13. Notice.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance
with the terms of the Existing Securities Purchase Agreement.


 


14. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns in accordance with the terms of the Existing Securities Purchase Agreement.


 




    	 



    	 



    


 


15. Governing
Law; Jurisdiction; Jury Trial. 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. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. 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 CONSENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


IN WITNESS WHEREOF, this Agreement has been executed
as of the date first written above.


 


	 	THE INVESTOR: Hudson Bay master fund ltd.
	 	 
	 	By:	/s/
    George Antonopoulos
	 	Name:	George Antonopoulos
	 	Title:	Authorized Signatory
	 	 	 
	 	THE COMPANY:
	 	 
	 	DIGITAL ALLY, INC.
	 	 	 
	 	By:	/s/ Stanton
    E. Ross
	 	Name: 	Stanton E. Ross
	 	Title:	Chairman, President and CEO