Lock-Up Agreement between Digital Recorders, Inc. Shareholder and Renaissance US Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC

Summary

This agreement is between an executive officer, director, or principal shareholder of Digital Recorders, Inc. and Renaissance US Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC. In exchange for a $3,000,000 convertible loan to the company, the shareholder agrees not to sell or transfer their shares of Digital Recorders, Inc. for 12 months, except under certain conditions or at prices above $5.00 per share. Transfers to family or for estate planning are allowed if the recipient also signs a similar agreement.

EX-10.43 11 a2053907zex-10_43.txt EXHIBIT 10.43 LOCK-UP AGREEMENT June 27, 2001 Renaissance US Growth & Income Trust PLC BFSUS Special Opportunities Trust PLC c/o Renaissance Capital Group, Inc. 8080 North Central Expressway, Suite 210-LB-59 Dallas, Texas 75206 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: ----------------------------------- Title: ----------------------------------