ContractBonds.com Group, Inc. • February 5th, 2009 • Services-management consulting services • Florida
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
BONDS.COM GROUP, INC. SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT September 24, 2008Purchase Agreement • February 5th, 2009 • Bonds.com Group, Inc. • Services-management consulting services • Florida
This Secured Convertible Note and Warrant Purchase Agreement (the “Agreement”) is made as of September 24, 2008 (the “Initial Closing Date”) by and between Bonds.com Group, Inc., a Delaware corporation (the “Company”) and each of the entities or persons listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
BONDS.COM GROUP, INC. SECURED CONVERTIBLE PROMISSORY NOTEBonds.com Group, Inc. • February 5th, 2009 • Services-management consulting services • Florida
THIS SECURED CONVERTIBLE PROMISSORY NOTE (this “Note”) is made as of [ ] 0, 2008, by Bonds.com Group, Inc., a Delaware corporation (the “Maker”), in favor of [ ] [ ] or its assigns (“Payee”).
BONDS.COM GROUP, INC. SECURITY AGREEMENTSecurity Agreement • February 5th, 2009 • Bonds.com Group, Inc. • Services-management consulting services • Florida
This Security Agreement (the “Agreement”) is made as of September 24, 2008 by and between Bonds.com Group, Inc., Bond.com Holdings, Inc., Bonds.com, Inc. and Insight Capital Management, LLC (collectively, the “Debtor”), in favor of each of the Parties (each a “Secured Party,” and collectively, the “Secured Parties”) listed on Exhibit A to the Purchase Agreement (as defined below).
ContractBonds.com Group, Inc. • February 5th, 2009 • Services-management consulting services • Florida
Amendment dated December 1, 2008 (the “Amendment”) by and between Bonds.com Group, Inc. (“Bonds”) and each of the holders executing signature pages hereto, representing the holders of a majority of the outstanding principal amount of the Notes to the Secured Convertible Note and Warrant Purchase Agreement, dated as of September 24, 2008 (the “Agreement”) between the entities and persons listed on Exhibit A thereto and Bonds. Any capitalized term used but not defined in this Amendment shall have the meaning given to such term in the Agreement.
ContractSecurity Agreement • February 5th, 2009 • Bonds.com Group, Inc. • Services-management consulting services • Florida
Amendment dated as of February 3, 2009 (the “Amendment”) to: (i) the Security Agreement (as defined below), and (ii) the Purchase Agreement (as defined below) by and among Bonds.com Group, Inc., Bonds.com Holdings, Inc., Bonds.com, Inc. and Insight Capital Management, LLC, and the holders (the “Requisite Holders”) of at least a majority of the principal amount of the Notes (as defined below). Any capitalized term used but not defined in this Amendment shall have the meaning given to such term in the Security Agreement.
