Exhibit
10.98


 





 


February
12, 2020


 


VIA
ELECTRONIC MAIL


 


To
____________________, a Holder of Warrants and the 8% Senior Secured Convertible Promissory Note due August 4, 2020


 


	 	Re:	Warrants
    (the “Warrants”) and 8% Senior Secured Convertible Promissory Notes, due August 4, 2020 (the “Notes”)





 


Dear
Investor:


 


Reference
is made to the Company’s Warrants and the Notes between Digital Ally, Inc. (the “Company”) and the investors
who purchased Notes and Warrants pursuant to that certain Securities Purchase Agreement dated August 5, 2019 (the “Purchase
Agreement”). All capitalized terms not defined herein shall have the meanings ascribed in the Notes or the related Transaction
Documents.


 


This
letter is intended to constitute notice of the Company’s intention to (a) engage in a lower priced transaction as defined
in Section 5(i) of the Notes, substantially on the terms and subject to the conditions set forth in Amendment No. 1 to the Registration
Statement No. 333-235998 (as amended, supplemented, or otherwise modified from time-to time, the “Registration Statement”)
filed with the Commission on February 7, 2020 (the “Lower Priced Transaction”) and (b) engage in a subsequent financing
as defined in Section 4.13 of the Purchase Agreement, substantially on the terms and subject to the conditions set forth in the
Registration Statement (the “Subsequent Financing”), which transaction would trigger your right to participate in
such Subsequent Financing in an amount up to your Participation Maximum.


 


In consideration for your
(a) consent to the Company consummating the Lower Priced Transaction and (b) agreement to the modifications of the Warrant as
herein provided, the Company hereby agrees effective February 12, 2020, to:


 


	 	a)	adjust
    the Exercise Price per share set forth in Section 2(b) of the Warrant to the price per Class A Unit contained in the Registration
    Statement and as set forth on Schedule 1 attached hereto, subject to adjustment thereunder as set forth in the Amended
    and Restated Warrant substantially in the form attached hereto as Exhibit A;
	 	 	 
	 	b)	add
    subsequent transaction participation rights to the Warrant as set forth in the Amended and Restated Warrant substantially
    in the form attached hereto as Exhibit A; and 
	 	 	 
	   	 c) 



	 acknowledge that, in accordance with Rule 144
    under the Securities Act of 1933, as amended, the holding period of the Amended and Restated Warrant began on the Original
    Issuance Date and not to take any position contrary. 





 





 Your agreements in
this letter only apply to the extent that the transactions contemplated by the Registration Statement are consummated on or before
February 19, 2020. 


   


 As of the filing of
the next amendment to the Registration Statement after February 7, 2020 with the Commission (the “Next Registration Statement
Amendment”), you 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, affiliates or agents, that is not disclosed in the Next
Registration Statement Amendment or in prior filings with the Commission. In addition, effective upon the filing of the Next Registration
Statement Amendment, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, employees,
affiliates or agents, on the one hand, and you or any of your affiliates, on the other hand, shall terminate and be of no further
force or effect. The Company understands and confirms that you will rely on the foregoing in effecting transactions in securities
of the Company. The Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to, provide
you with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without
your express prior written consent. To the extent that the Company, its Subsidiaries or any of its or their respective officers,
directors, employees, affiliates or agents delivers any material, non-public information to you without your prior written consent,
the Company hereby covenants and agrees that you shall not have any duty of confidentiality to the Company, any of its Subsidiaries
or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any
of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis
of, such material, non-public information. 


 


Kindly
confirm your agreement with the terms of this letter agreement by completing and signing the consent set forth on the page following
the undersigned’s signature block.


 







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Should
you have any questions, please feel free to contact the undersigned at (913) 232-5314 or stan.ross@digitalallyinc.com.


 


Thank
you.


 










	 	Very truly yours,
	 	 	 
	 	DIGITAL ALLY, INC.
	 	 	 
	 	By:
    	                  
	 	Name:	 
	 	Title:	 


 


[Balance
of page intentionally left blank; the consent agreement follows on next page]


 




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_______________________,
as an authorized signatory of the undersigned, hereby (a) consents to the Company consummating the Lower Priced Transaction and
(b) consents to the amendment of the Warrant as provided in this letter agreement.


 


	 	Very truly yours,
	 	 	 
	 	By: 	         
	 	Name:	 
	 	Title:	 


 




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Schedule
1


 


Price
Per Class A Unit


 


The
price per Class A Unit is $_____.


 




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Exhibit
A


 


Form
of Amended and Restated Warrant


 




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