LOCK-UP AGREEMENT
June 27, 2001
Renaissance US Growth & Income Trust PLC
BFSUS Special Opportunities Trust PLC
c/o Renaissance Capital Group, Inc.
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Re: Digital Recorders, Inc.
Gentlemen:
The undersigned executive officer, director or principal shareholder of
Digital Recorders, Inc., a North Carolina corporation (the "Company"), owns
shares of common stock, $.10 per share ("Common Stock"), of the Company and
understands that you propose to enter into a Convertible Loan Agreement, dated
as of June 27, 2001 (the "Loan Agreement"), with the Company providing for a
convertible loan to the Company in the aggregate principal amount of $3,000,000
(the "Loan"). In consideration for your execution of the Loan Agreement, your
providing the Loan and for other good and valuable consideration, the receipt of
which are hereby acknowledged, the undersigned agrees with you that for a period
beginning on the date of the Loan Agreement and continuing to and including the
date twelve (12) months after the date of the Loan Agreement (the "Lock-Up
Period"), the undersigned will not, directly or indirectly, offer, sell,
contract to sell, transfer, assign or otherwise dispose of any shares of Common
Stock beneficially owned or controlled by the undersigned (including
subsequently acquired shares or securities convertible or exercisable into
shares), without your prior written consent, except for transfers to family
members, family partnerships and trusts for the benefit of family members or for
estate planning purposes, provided that prior to any such transfer, any such
transferee shall have executed and delivered to you a lock-up agreement
substantially in the form of this Agreement for the remaining period covered
hereby. The undersigned agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent against any transfer of shares of
Common Stock owned by the undersigned not in compliance with this Lock-Up
Agreement. Notwithstanding anything to the contrary above, the undersigned may
sell shares of Common Stock during the Lock-Up Period, so long as such sales are
made at prices above $5.00 per share.
Very truly yours,
Name:
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