Duos Technologies Group, Inc. (OTCMKTS:DUOT) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry Into a Material Definitive Agreement.

Letter Agreement for Conversion of Promissory Notes

On June 9, 2017, Duos Technologies Group, Inc., a Florida
corporation (the Company), entered into letter agreements
(together the Note Holder Letter Agreements) with six (6)
investors (collectively, the Note Holders) holding promissory
notes (collectively the Notes) whereby the Note Holders agreed to
convert all monies due to them under the Notes into restricted
shares of common stock (the Note Conversion Shares), all
contingent upon the completion of the Companys anticipated public
offering of its securities to raise up to $12,500,000 and list
its securities on the NASDAQ (the Offering). The Note Holders
will be due the aggregate sum of $573,224, including principal
and interest calculated through June 30, 2017 (the Note
Obligation). to the Note Holder Letter Agreements, the Note
Obligation will automatically convert upon consummation of the
Offering into the Note Conversion Shares at the price per share
of common stock paid by the investors in the offering (the
Conversion Price). As a result of the foregoing, the Company will
be issuing an aggregate of 114,645 Note Conversion Shares upon
the consummation of the Offering in consideration of the
conversion of the Note Obligation assuming a conversion price of
$5.00, the mid-point of the estimated offering price range. The
Company anticipates amending the Note Holder Letter Agreements to
issue to the Note Holders an aggregate of 114,645 warrants upon
the consummation of the Offering. Each entity entering into the
Note Holder Letter Agreements has agreed to enter into lock-up
agreements prohibiting the sale or other transfer of any
securities of the Company owned by such persons for a period of
between 3 and 6 months.

Letter Agreement for Related Party Conversion

On June 9, 2017, the Company entered into a letter agreement with
Mr. Gianni Arcaini, the Chief Executive Officer and a Director of
the Company (the Arcaini Letter Agreement), whereby Mr. Arcaini
agreed to convert all deferred compensation owed to him under his
Employment Agreement (Arcaini Debt Obligation) into common stock
of the Company, contingent upon the completion of the Offering.
The aggregate amount of $700,543 (Arcaini Obligation) will be
owed to Mr. Arcaini under the Arcaini Debt Obligation including
interest through June 30, 2017. to the Arcaini Letter Agreement,
the Arcaini Debt Obligation will automatically convert upon
consummation of the Offering into such number of restricted
shares of the Companys common stock calculated by dividing the
Arcaini Debt Obligation by $5.00 or 140,109 shares. The Company
anticipates amending the Arcaini Letter Agreement to issue Mr.
Arcaini 140,109 warrants upon the consummation of the Offering.
Mr. Arcaini has agreed to enter into a lock-up agreement
prohibiting the sale or other transfer of all securities of the
Company owned by him for a period of 6 months.

Additionally, on the same date, the Company entered into a letter
agreement with Mr. Adrian Goldfarb, the Chief Financial Officer
of the Company (the Goldfarb Letter Agreement), whereby Mr.
Goldfarb agreed to convert all amounts due and owing to him under
that certain promissory note issued by the Company (Goldfarb Debt
Obligation) into common stock of the Company, contingent upon the
completion of the Offering. The aggregate amount of $33,620
(Goldfarb Obligation) will be owed to Mr. Goldfarb under the
Goldfarb Debt Obligation including interest through June 30,
2017. to the Goldfarb Letter Agreement, the Goldfarb Debt
Obligation will automatically convert upon consummation of the
Offering into such number of restricted shares of the Companys
common stock calculated by dividing the Goldfarb Debt Obligation
by $5.00 or 6,724 shares. The Company anticipates amending the
Goldfarb Letter Agreement to issue Mr. Goldfarb 6,724 warrants
upon consummation of the Offering. Mr. Goldfarb has agreed to
enter into a lock-up agreement prohibiting the sale or other
transfer of all securities of the Company owned by him for a
period of 6 months.

The above descriptions of the Note Holder Letter Agreements,
Arcaini Letter Agreement and Goldfarb Letter Agreement
(collectively, the Agreements) do not purport to be complete and
are qualified in their entirety by reference to the Agreements,
which are attached hereto as Exhibit 10.1, Exhibit 10.2 and
Exhibit 10.3 to this Current Report on Form 8-K.

Item 9.01. Exhibits

About Duos Technologies Group, Inc. (OTCMKTS:DUOT)

Duos Technologies Group, Inc. (Duos), formerly Information Systems Associates, Inc., is primarily engaged in the design and deployment of artificial intelligence driven intelligent technologies systems and information technology (IT) infrastructure services. The Company’s subsidiary, Duos Technologies, Inc. (duostech), is focused on the design, development and deployment of technology applications and turnkey engineered systems. It develops and deploys homeland and border security-centric critical infrastructure applications suite. It has two technology platforms: praesidium and centraco, both distributed as licensed software suites, and embedded within engineered turnkey systems. praesidium is a modular suite of analytics applications, which process and analyze data streams from conventional sensors and/or data points.