REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2007 • Bonds.com Group, Inc. • Services-management consulting services • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 19, 2007, by and among Bonds.com Holdings, Inc., a Delaware corporation, and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2007 • Bonds.com Group, Inc. • Services-management consulting services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of this 21st day of December, 2007, by and among IPORUSSIA, Inc., a Delaware corporation (“Company”), KI Equity Partners VI, LLC (“KI Equity”), Kevin R. Keating (“Keating”) and Garisch Financial, Inc. (“GFI”). KI Equity, Keating and GFI are herein referred to individually as the “Holder” and collectively as the “Holders”.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG IPORUSSIA, INC. AND Bonds.com Holdings Acquisition, Inc. AND BONDS.COM HOLDINGS, INC. December 21, 2007Merger Agreement • December 28th, 2007 • Bonds.com Group, Inc. • Services-management consulting services • New York
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of December 21, 2007, by and among IPORUSSIA, Inc., a Delaware corporation (“Parent”), Bonds.com Holdings Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Bonds.com Holdings, Inc., a Delaware corporation (“Company”).
INVESTMENT AGREEMENTInvestment Agreement • December 28th, 2007 • Bonds.com Group, Inc. • Services-management consulting services • New York
INVESTMENT AGREEMENT (the "Agreement"), dated as of [DATE], by and among Bonds.com Holdings, Inc., a Delaware corporation (the "Company"), and the buyers set forth on Schedule A hereto (each, a "Buyer", and collectively, the "Buyers").
CONTRIBUTION AGREEMENTContribution Agreement • December 28th, 2007 • Bonds.com Group, Inc. • Services-management consulting services
KNOW ALL MEN BY THESE PRESENTS: That, for value received as indicated herein, JOHN J. BARRY III and JOHN J. BARRY IV ("Transferors"), have granted, conveyed, assigned, transferred, and set over to BONDS.COM HOLDINGS, INC., a Delaware Coporation ("Transferee"), all of their right, title, and interest in that asset of Transferors (the "Transferred Asset") more particularly described as the domain name “BONDS.COM” and all associated trademark rights, which they currently hold as tenants in common, as to an undivided one-half interest each.
PLACEMENT AGENT AGREEMENT October 5, 2007Placement Agent Agreement • December 28th, 2007 • Bonds.com Group, Inc. • Services-management consulting services • Colorado
Keating Securities, LLC, a Delaware limited liability company (the “Placement Agent”), proposes to act on a best efforts basis as the exclusive placement agent for Bonds.com Holdings, Inc., a Delaware corporation (“Bonds.com”), in a private placement offering (the “Offering”) of common stock (the “Common Stock”), of Bonds.com (the “Common Stock”) with attached warrants (“Warrants”, together with the Common Stock, the “Units”), at a price of $50,000 per Unit, in a maximum principal amount of $4,000,000 (the “Maximum Amount”), to be issued by Bonds.com, upon the acceptance of the investments. The offering period shall extend for 45 days from the date hereof, unless extended with the mutual agreement of the Placement Agent and Bonds.com (as and if so extended, the “Offering Period”). The offering may consist of more than one closing at the discretion of the Placement Agent and Bonds.com.
JOHN J. BARRY III c/o Bonds.com Holdings, Inc.Non-Disclosure Agreement • December 28th, 2007 • Bonds.com Group, Inc. • Services-management consulting services • New York
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of December 21, 2007, by and among IPORUSSIA, Inc., a Delaware corporation (“Parent”), Bonds.com Holdings Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, and Bonds.com Holdings, Inc., a privately-held Delaware corporation. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Merger Agreement.
JOHN J. BARRY IV c/o Bonds.com Holdings, Inc.Merger Agreement • December 28th, 2007 • Bonds.com Group, Inc. • Services-management consulting services • New York
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of December 21, 2007, by and among IPORUSSIA, Inc., a Delaware corporation (“Parent”), Bonds.com Holdings Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, and Bonds.com Holdings, Inc., a privately-held Delaware corporation. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Merger Agreement.
