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.
WHEREAS,
Bonds.com Group, Inc., Bonds.com Holdings, Inc., Bonds.com, Inc.
and Insight Capital Management, LLC (collectively, the “
Debtor ”) and the parties (each a “ Secured
Party ,” and collectively, the “ Secured
Parties ”) listed on Exhibit A to the Secured Convertible
Note and Warrant Purchase Agreement, are parties to a Secured
Convertible Note and Warrant Purchase Agreement dated September 24,
2008 (the “ Purchase Agreement ”) pursuant to
which the Secured Parties purchased the Notes (as defined in the
Purchase Agreement) from the Debtor.
WHEREAS, the
Debtor and the Secured Parties entered into a Security Agreement,
dated September 24, 2008, pursuant to which the Debtor’s
obligations to repay the Notes were secured by all of the assets of
the Debtor (the “ Security Agreement
”).
WHEREAS,
Bonds.com Group, Inc., Bonds.com Holdings, Inc., Bonds.com, Inc.,
Insight Capital Management, LLC, and the Requisite Holders never
intended to secure the notes with the assets of Bonds.com, Inc. nor
have Bonds.com, Inc guarantee the indebtedness under the
Notes.
WHEREAS,
Bonds.com Group, Inc., Bonds.com Holdings, Inc., Bonds.com, Inc.,
Insight Capital Management, LLC, and the Requisite Holders would
like to amend the Security Agreement in order to remove Bonds.com,
Inc. as: (i) a “Debtor” under the Security Agreement
and (ii) a “Subsidiary” under the Purchase
Agreement.
NOW, THEREFORE, in exchange for good
and valid consideration the sufficiency of which is hereby agreed
and acknowledged, pursuant to Section 12(a) of the Security
Agreement and Section 7(g) of the Purchase Agreement, the
undersigned, representing the Debtor and the holders of a majority
of the outstanding principal amount of the Notes, agree as
follows:
1.
Amendment by the Parties to the Security
Agreement
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