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.
COMMON STOCK
WARRANT
Warrant No:
[ ]
1.
Issuance; Certain Definitions . This warrant is
one of several warrants (the “ Warrants ”) being
issued in connection with a Secured Convertible Promissory Note and
Warrant Purchase Agreement dated as of September 22, 2008 between
Bonds.com Group, Inc., a Delaware corporation (the “
Company ”) and the Purchasers set forth therein. In
consideration of good and valuable consideration, the receipt of
which is hereby acknowledged by the Company, hereby grants
[ ]
[ ] or registered assigns (the
“ Holder ”) the right to purchase at any time
until 5:00 P.M., E.S.T., on September 22, 2013 (“
Expiration Date ”),
[ ] ( ) fully
paid and nonassessable shares of the Company’s common stock,
$.0001 par value (the “ Common Stock ”) at an
exercise price per share (the “ Exercise Price
”) of $0.46875 per share, such number of shares of Common
Stock and Exercise Price subject to further adjustment as set forth
in Section 6 hereof.
2.
Exercise of Warrants . This Warrant is
immediately exercisable in whole or in part at the Exercise Price
per share of Common Stock payable hereunder, payable in cash or by
certified or official bank check. Upon surrender of this
Warrant with the annexed Notice of Exercise Form duly executed
(which Notice of Exercise Form may be submitted either by delivery
to the Company or the Company’s transfer agent or by
facsimile transmission as provided in Section 8 hereof), together
with payment of the Exercise Price for the shares of Common Stock
purchased, the Holder shall be entitled to receive a certificate or
certificates for the shares of Common Stock so
purchased.
3.
Reservation of Shares . The Company hereby agrees
that at all times during the term of this Warrant there shall be
reserved for issuance upon exercise of this Warrant such number of
shares of its Common Stock as shall be required for issuance upon
exercise of this Warrant (the “ Warrant Shares ”
and together with the shares of Common Stock issuable under all of
the Warrants, the “ Applicable Warrant Shares
”).
4.
Mutilation or Loss of Warrant . Upon receipt by
the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) receipt of an Affidavit of Loss by the
Company and reasonably satisfactory indemnification (as determined
by the Company), and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver
a new Warrant of like tenor and date and any such lost, stolen,
destroyed or mutilated Warrant shall thereupon become
void.
5.
Rights of the Holder . The Holder shall
not, by virtue hereof, be entitled to any rights of a stockholder
in the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth
herein.
6.
Adjustments to Exercise Price and Number of Warrant Shares.
The number and kind of securities purchasable upon the
exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the happening of any of the
following. In case the Company shall (i) pay a dividend
in shares of Common Stock or make a distribution in shares of
Common Stock to holders of its outstanding Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iv)
issue any shares of its capital stock in a reclassification of the
Common Stock, then the number of Warrant Shares purchasable upon
exercise of this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind
and number of Warrant Shares or other securities of the Company
which it would h
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