Unassociated Document


    THE
OFFER AND SALE OF THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES OF COMMON
STOCK THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY
STATE.  THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES OF COMMON
STOCK THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION THEREFROM

    


     

    BONDS.COM
GROUP, INC.

     

    COMMON STOCK PURCHASE
WARRANT

     

    


    
      	
              Date
      of Issuance: March 31, 2009

            	
              Certificate
      No. __

            


    

    


    


    THIS IS TO CERTIFY that MBRO CAPITAL, LLC, a
Connecticut limited liability company, and its transferees, successors and
assigns (the “Holder”), for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, is entitled to purchase from BONDS.COM GROUP, INC., a
Delaware corporation (the “Company”), at the
price of $0.375 per share (the “Exercise Price”), at
any time after the date hereof (the “Commencement Date”)
and expiring on March 31, 2014 (the “Expiration Date”),
One Million (1,070,000) (the “Aggregate Number”)
shares of the fully paid and nonassessable common stock, par value $0.0001 per
share (the “Common
Stock”), of the Company (as such number may be adjusted as provided
herein).  Notwithstanding anything set forth in this Warrant, upon the
occurrence of an Event of Default and subject to the rights of the Company set
forth in Section 8.03 of the Commercial Term Loan Agreement of this date between
the Company and the Holder, the Exercise Price shall automatically adjust to
$0.0001 per share of Common Stock.

     

    Capitalized
terms used herein shall have the meanings ascribed to such terms in Section 12
hereof unless otherwise defined herein.

     

    SECTION
1.   The
Warrant; Transfer and Exchange.

     

    (a)           The
Warrant.  This Common Stock Purchase Warrant (the “Warrant”) is issued
under and pursuant to the Commercial Term Loan Agreement.  This
Warrant and the rights and privileges of the Holder hereunder may be exercised
by the Holder in whole or in part as provided herein; shall survive any
termination of the Commercial Term Loan Agreement and the payment of the Notes;
and, as more fully set forth in Sections 1(b) and 9 hereof, may be transferred
(subject to applicable securities laws and regulations) by the Holder to any
other Person or Persons at any time or from time to time, in whole or in part,
regardless of whether the Holder retains any or all rights under the Commercial
Term Loan Agreement or the Notes.

     

    (b)           Transfer and
Exchanges.  The Company shall initially record this Warrant on
a register to be maintained by the Company with its other stock books and,
subject to Section 9 hereof, from time to time thereafter shall reflect the
transfer of this Warrant on such register when surrendered for transfer in
accordance with the terms hereof and properly endorsed, accompanied by
appropriate instructions, and further accompanied by payment in cash or by
check, bank draft or money order payable to the order of the Company, in United
States currency, of an amount equal to any stamp or other tax or governmental
charge or fee required to be paid in connection with the transfer
thereof.  Upon any such transfer, a new warrant or warrants shall be
issued to the transferee and the Holder (in the event the Warrant is only
partially transferred) and the surrendered warrant shall be
canceled.  Each such transferee shall succeed to all of the rights of
the Holder with respect to the Warrant being so transferred; provided, however, that, in the
event this Warrant is partially transferred, the Holder and such transferee
shall hold rights in respect of this Warrant in proportion to their respective
interests in this Warrant.  This Warrant may be exchanged at the
option of the Holder, when surrendered at the Principal Office, for another
warrant or other warrants of like tenor and representing in the aggregate the
right to purchase a like number of shares of Common Stock.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SECTION
2.   Exercise.

     

    (a)           Right to
Exercise.  At any time after the Commencement Date and on or
before the Expiration Date, the Holder, in accordance with the terms hereof, may
exercise this Warrant, in whole at any time or in part from time to time, by
delivering this Warrant to the Company during normal business hours on any
Business Day at the Principal Office, together with the Election to Purchase, in
the form attached hereto as Exhibit A and made a
part hereof (the “Election to
Purchase”), duly executed, and payment of the Exercise Price per share
for the number of shares to be purchased (the “Exercise Amount”), as
specified in the Election to Purchase.  If the Expiration Date is not
a Business Day, then this Warrant may be exercised on the next succeeding
Business Day.

     

    (b)           Payment of Exercise
Price.  Payment of the Exercise Price shall be made to the
Company by any of the following means (or any combination of such means): (i) in
cash or other immediately available funds, (ii) by surrender to the Company of
Notes in an aggregate amount (including principal and interest accrued thereon)
equal to the Exercise Price, or (iii) as provided in Section
2(c).  The amount of the Exercise Price to be paid shall equal the
product of (A) the Exercise Amount multiplied by (B) the Exercise Price per
share.

     

    (c)           Cashless
Exercise.  The Holder shall have the right to pay all or a
portion of the Exercise Price by making a “Cashless Exercise” pursuant to this
Section 2(c), in which case the portion of the Exercise Price to be so paid
shall be paid by reducing the number of shares of Common Stock otherwise
issuable pursuant to the Election to Purchase (the “Exercised Shares”) by
an amount (the “Cashless Exercise
Shares”) equal to (i) the Exercise Price multiplied by the Exercise
Shares and divided by (ii) the Fair Market Value Per Share of the Common Stock
determined as of the Business Day immediately preceding the date of such
exercise of this Warrant.  The number of shares of Common Stock to be
issued to the Holder as a result of a Cashless Exercise will therefore be equal
to the Exercised Shares minus the Cashless Exercise Shares.

     

    (d)           Issuance of Shares of Common
Stock.  Upon receipt by the Company of this Warrant at the
Principal Office in proper form for exercise, and accompanied by payment of the
Exercise Price as aforesaid, the Company shall immediately cause the shares of
Common Stock to be registered in the name of the Holder in the Register of
Stockholders of the Company and the Holder shall then be deemed to be the holder
of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that certificates representing such shares of Common Stock may
not then be actually delivered.  Upon such surrender of this Warrant
and payment of the Exercise Price as aforesaid, the Company shall issue and
cause to be delivered with all reasonable dispatch to, or upon the written order
of, the Holder (and in such name or names as the Holder may designate) a
certificate or certificates for a number of shares of Common Stock equal to the
Exercise Amount, subject to any reduction as provided in Section 2(c) for a
Cashless Exercise.

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    (e)           Fractional
Shares.  The Company shall not be required to deliver fractions
of shares of Common Stock upon exercise of this Warrant.  If any
fraction of a share of Common Stock would be deliverable upon an exercise of
this Warrant, the Company may, in lieu of delivering such fraction of a share of
Common Stock, make a cash payment to the Holder in an amount equal to the same
fraction of the Fair Market Value Per Share of the Common Stock determined as of
the Business Day immediately preceding the date of exercise of this
Warrant.

     

    (f)           Partial
Exercise.  In the event of a partial exercise of this Warrant,
the Company shall issue to the Holder a Warrant in like form for the unexercised
portion thereof.

     

    SECTION 3.  Payment
of Taxes.

     

    The
Company shall pay all stamp taxes attributable to the issuance of shares or
other securities issuable upon the exercise of this Warrant or issuable pursuant
to Section 6 hereof.

     

    SECTION 4.  Replacement
Warrant.

     

    In case
this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue
and deliver in exchange and substitution for and upon cancellation of the
mutilated Warrant, or in lieu of and in substitution for the Warrant lost,
stolen or destroyed, a new Warrant of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction of such Warrant and upon receipt
of indemnity reasonably satisfactory to the Company (provided, that if the
Holder is a financial institution or other institutional investor, its personal
undertaking to provide an indemnity is hereby deemed to be reasonably
satisfactory to the Company).

     

    SECTION
5.  Reservation
of Capital Stock and Other Covenants.

     

    (a)           Reservation of Authorized
Capital Stock.  The Company shall at all times ensure that it
has sufficient authorized and unissued capital, free of preemptive rights, to
enable the Company at any time to fulfill all of its obligations hereunder upon
both the exercise of this Warrant and in respect of the Common Stock, or other
stock or securities issuable upon conversion of the Common Stock or other
securities that may be purchased hereunder.

     

    (b)           Affirmative Actions to
Permit Exercise and Realization of Benefits.  If any shares of
Common Stock to be issued upon the exercise of this Warrant, or any shares or
other securities to be issued pursuant to Section 6 hereof, or any shares of
Common Stock or other securities to be issued pursuant to the conversion of the
Common Stock or other securities that may be purchased hereunder require
registration with or approval of any Governmental Authority under any federal or
state law (other than securities laws) before such shares or other securities
may be validly delivered upon exercise of this Warrant or conversion of the
Common Stock or other securities that may be purchased hereunder, then the
Company covenants that it will, at its sole expense, secure such registration or
approval, as the case may be.

     

    (c)           Regulatory Requirements and
Restrictions.  In the event of any reasonable determination by
the Holder that, by reason of any existing or future federal or state law,
statute, rule, regulation, guideline, order, court or administrative ruling,
request or directive (whether or not having the force of law and whether or not
failure to comply therewith would be unlawful) (collectively, a “Regulatory
Requirement”), the Holder is effectively restricted or prohibited from
holding this Warrant or the Warrant Shares (including any shares of Capital
Stock or other securities distributable to the Holder in any merger,
reorganization, readjustment or other reclassification), or otherwise realizing
upon or receiving the benefits intended under this Warrant, the Company shall,
and shall use its best efforts to have its shareholders, take such action as the
Holder and the Company shall jointly agree in good faith to be reasonably
necessary to permit the Holder to comply with such Regulatory
Requirement.  The reasonable costs of taking such action, whether by
the Company, the Holder or otherwise, shall be borne by the Holder.

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    (d)           Validly Issued
Shares.  The Company covenants that all shares of Common Stock
and other securities that may be delivered upon exercise of this Warrant
(including those issued pursuant to Section 6 hereof), assuming full payment of
the Exercise Price, and all shares of Common Stock and other securities that may
be delivered upon conversion of such Common Stock, shall, upon delivery by the
Company, be duly authorized and validly issued, fully paid and nonassessable,
free from all stamp taxes, liens and charges with respect to the issue or
delivery thereof and otherwise free of all other security interests,
encumbrances and claims of any nature whatsoever other than such security
interests, encumbrances and claims granted by the Holder.

     

    SECTION
6. Adjustments to
Aggregate Number.

     

    Under
certain conditions, the Aggregate Number is subject to adjustment as set forth
in this Section 6.  No adjustments shall be made under this Section 6
as a result the Exempt Issuances.

     

    (a)           Adjustments.  The
Aggregate Number, after taking into consideration any prior adjustments pursuant
to this Section 6, shall be subject to adjustment from time to time as follows
and, thereafter, as adjusted, shall be deemed to be the Aggregate Number
hereunder.

     

    (i)              Stock Dividends;
Subdivisions and Combinations.  In case at any time or from
time to time the Company shall:

     

    (A)           issue
to the holders of the Common Stock a dividend payable in, or other distribution
of, Common Stock (a “Stock
Dividend”),

     

    (B)           subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, including, without limitation, by means of a stock split (a “Stock Subdivision”),
or

     

    (C)           combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock (a “Stock
Combination”),

     

    then the
Aggregate Number in effect immediately prior thereto shall be (1)
proportionately increased in the case of a Stock Dividend or a Stock Subdivision
and (2) proportionately decreased in the case of a Stock
Combination.  In the event the Company shall declare or pay, without
consideration, any dividend on the Common Stock payable in any right to acquire
Common Stock for no consideration, then the Company shall be deemed to have made
a Stock Dividend in an amount of shares equal to the maximum number of shares
issuable upon exercise of such rights to acquire Common Stock.

    


    (ii)              Other
Distributions.  The Company shall notify the Holder and afford
the Holder with no less then ten (10) Business Days prior to the applicable
record date, in case at any time or from time to time the Company shall take a
record of the holders of the Common Stock for the purpose of entitling them to
receive any dividend or other distribution (collectively, a “Distribution”)
of:

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    
       

      (A)            
Cash,

    

    


    (B)              any
evidences of its indebtedness (other than Convertible Securities), any shares of
its Capital Stock (other than additional shares of Common Stock or Convertible
Securities) or any other securities or property of any nature whatsoever (other
than cash), or

     

    (C)              any
options, warrants or other rights to subscribe for or purchase any of the
following: any evidences of its indebtedness (other than Convertible
Securities), any shares of its Capital Stock (other than additional shares of
Common Stock or Convertible Securities) or any other securities or property of
any nature whatsoever.

     

    


    


    A
reclassification of the Common Stock into shares of any other class of stock
shall be deemed a Distribution by the Company to the holders of the Common Stock
of such shares of such other class of stock, and if the outstanding shares of
Common Stock shall be changed into a larger or smaller number of shares of
Common Stock as a part of such reclassification, such event shall be deemed a
Stock Subdivision or Stock Combination, as the case may be, of the outstanding
shares of Common Stock within the meaning of Section 6(a)(i)
hereof.

    


    (iii)              Adjustment to Exercise
Price.  Upon any adjustment to the Aggregate Number or of the
kind and number of Warrant Shares or other securities of the Company which are
purchasable hereunder pursuant to this Section 6, the Holder shall thereafter be
entitled to purchase such Aggregate Number of shares of Common Stock or other
securities resulting from such adjustment at an Exercise Price per share of
Common Stock or other security obtained by multiplying the Exercise Price in
effect immediately prior to such adjustment by the Aggregate Number prior to
such adjustment and dividing by the Aggregate Number immediately following such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

     

    (iv)              Intentionally
Omitted.

     

    (v)              Intentionally
Omitted.

     

    (vi)              Intentionally
Omitted.

     

    (vii)              Miscellaneous.  The
following provisions shall be applicable to the making of adjustments of the
Aggregate Number provided above in this Section 6(a):

     

    (A)               Intentionally
Omitted.

     

    (B)              The
adjustments required by the preceding paragraphs of this Section 6(a) shall be
made whenever and as often as any specified event requiring an adjustment shall
occur, except that no adjustment of the Aggregate Number that would otherwise be
required shall be made (except in the case of a Stock Subdivision or Stock
Combination, as provided for in Section 6(a)(i) hereof) unless and until such
adjustment either by itself or with other adjustments not previously made adds
or subtracts at least one one-hundredth of one share to or from the Aggregate
Number immediately prior to the making of such adjustment.  Any
adjustment representing a change of less than such minimum amount (except as
aforesaid) shall be carried forward and made as soon as such adjustment,
together with other adjustments required by this Section 6(a) and not previously
made, would result in a minimum adjustment.  For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

     

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    (C)              In
computing adjustments under this Section 6(a), fractional interests in Common
Stock shall be taken into account to the nearest one-thousandth of a
share.

     

    (D)              If
the Company shall take a record of the holders of the Common Stock for the
purpose of entitling them to receive a dividend or distribution or subscription
or purchase rights and shall, thereafter and before the distribution to
shareholders thereof, legally abandon its plan to pay or deliver such dividend,
distribution, subscription or purchase rights, then no adjustment shall be
required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled.

     

    (b)           Changes in Common
Stock.  In case at any time the Company shall initiate any
transaction or be a party to any transaction (including, without limitation, a
merger, consolidation, share exchange, sale, lease or other disposition of all
or substantially all of the Company’s assets, liquidation, recapitalization or
reclassification of the Common Stock) in connection with which the previous
outstanding Common Stock shall be changed into or exchanged for different
securities of the Company or Capital Stock or other securities of another
corporation or interests in a non-corporate entity or other property (including
cash) or any combination of the foregoing (each such transaction being herein
called a “Transaction”), then,
as a condition of the consummation of the Transaction, lawful, enforceable and
adequate provision shall be made so that the Holder shall be entitled to elect,
by written notice to the Company, to receive (i) in exchange for the surrender
of the Warrant to the Company and the same Exercise Price (rather than the
exercise thereof), the securities or other property (including cash) to which
such Holder would have been entitled upon consummation of the Transaction if
such Holder had exercised this Warrant and (if applicable) converted the shares
of Common Stock issuable hereunder immediately prior thereto, (ii) a new warrant
in form and substance similar to, and in exchange for, this Warrant to purchase
all or a portion of such securities or other property for the same Exercise
Price or (iii) upon exercise of this Warrant at any time on or after the
consummation of the Transaction but prior to the Expiration Date, in lieu of the
Warrant Shares issuable upon such exercise prior to such consummation, the
securities or other property (including cash) to which such Holder would have
been entitled upon consummation of the Transaction if such Holder had exercised
this Warrant and (if applicable) converted the shares of Common Stock issuable
hereunder immediately prior thereto (subject to adjustments from and after the
consummation date as nearly equivalent as possible to the adjustments provided
for in this Section 6).  The Company will not effect any Transaction
unless prior to the consummation thereof each corporation or other entity (other
than the Company) which may be required to deliver any new warrant, securities
or other property as provided herein shall assume by written instrument the
obligation to deliver to such Holder such new warrant, securities or other
property as in accordance with the foregoing provisions such Holder may be
entitled to receive.  The foregoing provisions of this Section 6(b)
shall similarly apply to successive Transactions.

     

    (c)           Other Action Affecting
Capital Stock.

     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    (i)              Other
Action.  In case at any time or from time to time the Company
shall take any action of the type contemplated in Section 6(a) or (b) hereof but
not expressly provided for by such provisions, then, unless in the opinion of
the Company’s Board of Directors such action will not have a material adverse
effect upon the rights of the Holder (taking into consideration, if necessary,
any prior actions which the Company’s Board of Directors deemed not to
materially adversely affect the rights of the Holder), the Aggregate Number
shall be adjusted in such manner and at such time as the Company’s Board of
Directors may in good faith determine to be equitable in the
circumstances.

     

    (ii)              Intentionally
Omitted.

     

    (d)           Intentionally
Omitted.

     

    (e)           Notices.

     

    (i)              Notice of Proposed
Actions.  In case the Company shall propose (A) to pay any
dividend payable in stock of any class to the holders of the Common Stock or to
make any other distribution to the holders of the Common Stock, (B) to offer to
the holders of the Common Stock rights to subscribe for or to purchase any
Convertible Securities or additional shares of Common Stock or shares of stock
of any class or any other securities, warrants, rights or options, (other than
the exercise of pre-emptive rights by a holder) (C) to effect any
reclassification of the Common Stock, (D) to effect any recapitalization, stock
subdivision, stock combination or other capital reorganization, (E) to effect
any consolidation or merger, share exchange, or sale, lease or other disposition
of all or substantially all of its property, assets or business, (F) to effect
the liquidation, dissolution or winding up of the Company, (G) to effect an
Initial Public Offering, (H) effect a Change of Control (provided that notice of
a Change of Control shall only be provided upon the Company entering into a
definitive agreement with respect to such Change of Control and such information
not being material non public information) or (I) to effect any other action
which would require an adjustment under this Section 6, then in each such case
the Company shall give to the Holder written notice of such proposed action,
which shall specify the date on which a record is to be taken for the purposes
of such stock dividend, stock subdivision, stock combination, distribution or
rights, or the approximate date on which such reclassification,
recapitalization, reorganization, consolidation, merger, share exchange, sale,
lease, transfer, disposition, liquidation, dissolution, winding up or other
transaction is expected to take place and the expected date of participation
therein by the holders of Common Stock (as applicable), if any such date is to
be fixed, or the date on which the transfer of Common Stock (as applicable) is
expected to occur, and shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action on the
Common Stock (as applicable) and on the Aggregate Number after giving effect to
any adjustment which will be required as a result of such
action.  Such notice shall be so given in the case of any action
covered by clause (A) or (B) above at least 10 Business Days prior to the record
date for determining holders of the Common Stock (as applicable) for purposes of
such action and, in the case of any other such action, at least 10 Business Days
prior to the earlier of the date of the taking of such proposed action or the
date of participation therein by the holders of Common Stock (as
applicable).

     

    (ii)              Adjustment
Notice.  Whenever the Aggregate Number is to be adjusted
pursuant to this Section 6, unless otherwise agreed by the Holder, the Company
shall promptly (and in any event within 10 Business Days after the event
requiring the adjustment) prepare a certificate signed by the Chief Financial
Officer of the Company, setting forth, in reasonable detail, the event requiring
the adjustment and the method by which such adjustment is to be
calculated.  The certificate shall set forth, if applicable, a
description of the basis on which the Company's Board of Directors in good faith
determined, as applicable, the Fair Market Value Per Share or the fair market
value of any evidences of indebtedness, shares of stock, other securities,
warrants, other subscription or purchase rights, or other property or the
equitable nature of any adjustment under Section 6(b) or (c) hereof, the new
Aggregate Number and, if applicable, any new securities or property to which the
Holder is entitled.  The Company shall promptly cause a copy of such
certificate to be delivered to the Holder.  In the case of any
determination of Fair Market Value Per Share, such certificate shall be
delivered to the Holder within the time period set forth in the definition of
Fair Market Value Per Share and the Holder may object thereto as provided
therein.  Any other determination of fair market value shall first be
determined in good faith by the Company's Board of Directors and be based upon
an arm’s length sale of such indebtedness, shares of stock, other securities,
warrants, other subscription or purchase rights or other property, such sale
being between a willing buyer and a willing seller.  In the case of
any such determination of fair market value, the Required Holders may object to
the determination in such certificate by giving written notice within 10
Business Days of the receipt of such certificate and, if the Required Holders
and the Company cannot agree to the fair market value within 10 Business Days of
the date of the Required Holders' objection, the fair market value shall be
determined by a national or regional investment bank or a national accounting
firm mutually selected by the Required Holders and the Company, the fees and
expenses of which shall be paid 50% by the Company and 50% by the Holders that
did not agree with the valuation determined by the Company unless such
determination results in a fair market value more than 110% of the fair market
value determined by the Company in which case such fees and expenses shall be
paid by the Company.  The Company shall keep at the Principal Office
copies of all such certificates and cause the same to be available for
inspection at said office during normal business hours by the Holder or any
prospective purchaser of the Warrant (in whole or in part) if so designated by
the Holder.

     

    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    SECTION
7.  No Dilution
or Impairment.

     

    The
Company will not, by amendment of its organizational documents or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
share exchange, dissolution or any other voluntary and deliberate action, avoid
or seek to avoid the observance or performance of any of the terms of this
Warrant, including, without limitation, the adjustments required under Section 6
hereof, and will at all times in good faith assist in the carrying out of all
such terms and in taking of all such action as may be necessary or appropriate
to protect the rights of the Holder against dilution or other
impairment.  Without limiting the generality of the foregoing and
notwithstanding any other provision of this Warrant to the contrary (including
by way of implication), the Company (a) will not increase the par value of any
shares of Common Stock receivable on the exercise of this Warrant above the
amount payable therefor on such exercise and (b) will take all such action as
may be necessary or appropriate so that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock on the exercise of
this Warrant and issue fully paid and nonassessable shares of Common Stock on
the conversion of the Common Stock.

     

    SECTION
8.   Intentionally
Omitted.

     

    SECTION
9.  Transfers of
the Warrant.

     

    (a)           Generally.  Subject
to the restrictions set forth in this Sections 1 and 9 of this Warrant, the
Holder may at any time and from time to time freely transfer this Warrant and
the Warrant Shares in whole or in part.

     

    (b)           Compliance with Securities
Laws.  The Holder agrees that the Warrant and the Warrant
Shares may not be sold or otherwise disposed of except pursuant to an effective
registration statement under the Securities Act and applicable state securities
laws or pursuant to an applicable exemption from the registration requirements
of the Securities Act and such state securities laws.  In the event
that the Holder transfers this Warrant or the Warrant Shares pursuant to an
applicable exemption from registration, the Company may request, at the Holder’s
expense, an opinion of counsel that the proposed transfer does not violate the
Securities Act and applicable state securities laws.

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    (c)           Restrictive Securities
Legend.  For so long as the Warrant Shares have not been
registered under the Securities Act pursuant to the Registration Rights
Agreement, the certificate representing the Warrant Shares shall bear the
restrictive legends set forth below:

     

    “The
offer and sale of the shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or the securities laws
of any State and may not be sold or otherwise disposed of except pursuant to an
effective registration statement under such Act and applicable State securities
laws or pursuant to an applicable exemption from the registration requirements
of such Act and such laws.”

    


    SECTION 10.   Piggyback
Registration Rights.  If, at any time, there is not an
effective registration statement covering the resale all of the Common Stock
issuable upon exercise of this Warrant (the “Registrable Securities”), and
Company shall determine to prepare and file with the Securities and Exchange
Commission (the “Commission”) a registration statement relating to an offering
for its own account or the account of others under the Securities Act, of any of
its equity securities (other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with stock option or
other employee benefit plans), then Company shall send to the Holder a written
notice of such determination and, if within ten (10) Business Days after receipt
by the Holder of such notice, Company shall receive a request in writing from
the Holder, Company shall include in such registration statement all or any part
of such shares of the Registrable Securities that the Holder requests to be
registered at no cost to Holder (other than the Holder’s pro rata share of
underwriting discounts, fees and commissions).  The Holder (or their
designee(s)) shall also be provided with such other rights, and Company shall
have such obligations, as customarily accompany investor piggyback registration
rights, including, without limitation, the right of Holders to customary
indemnification by Company, Company’s obligation to prepare and file with the
Commission such amendments and supplements to such registration statement as may
be necessary to keep such registration statement effective until the disposition
of all securities covered by such registration statement, the obligation of
Company to register and qualify the securities covered by such registration
statement under applicable state securities and blue sky laws, the obligation of
Company to cause the securities covered by such registration statement to be
listed or quoted on the trading market on which Company’s securities are then
listed or quoted, the obligation of Company to cause to be provided customary
legal opinions and comfort letters of its independent certified accountants if
requested in connection with a sale pursuant to such registration statement),
and the obligation to reimburse the Holder for reasonable fees and disbursements
of counsel in connection with such registration.  Notwithstanding the
foregoing, if a registration involves an underwritten offering, and the lead
managing underwriter shall advise Company that the amount of securities to be
included in the offering exceeds the amount which can be sold in the offering,
the number of securities owned by Holders to be included in the offering shall
be reduced pro rata among the holders thereof requesting such registration or
eliminated if so required by the managing
underwriter.  Notwithstanding anything contained herein to the
contrary, the shares of Common Stock issuable upon exercise of this Warrant
shall cease to be Registrable Securities when (a) a Registration Statement
covering such Registrable Securities has been declared effective by the
Commission and it has been disposed of pursuant to such effective Registration
Statement or (b) such Registrable Securities may be sold pursuant to Rule 144
under the Securities Act without volume restriction.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    SECTION
11.  Events of
Non-Compliance and Remedies.

     

    (a)           Events of
Non-Compliance.  If the Company fails to keep and fully and
promptly perform and observe in any material respect any of the terms, covenants
or representations contained or referenced herein within 30 days from the
earlier to occur of (i) written notice from the Holder specifying what failure
has occurred, or requesting that a specified failure be remedied or (ii) an
executive officer of the Company becoming aware of such failure (an “Event of
Non-Compliance”), the Holder shall be entitled to the remedies set forth
in subsection (b) hereof.

     

    (b)           Remedies.  On
the occurrence of an Event of Non-Compliance, in addition to any remedies the
Holder may have under applicable law the Holder may bring any action for
injunctive relief or specific performance of any term or covenant contained
herein or in the Commercial Term Loan Agreement, the Company hereby
acknowledging that an action for money damages may not be adequate to protect
the interests of the Holder hereunder.

     

    SECTION
12.  Definitions.

     

    As used
herein, in addition to the terms defined elsewhere herein, the following terms
shall have the following meanings.  Capitalized terms not appearing
below and not otherwise defined herein shall have the meaning ascribed to them
in the Commercial Term Loan Agreement.

     

    “Aggregate Number” has
the meaning set forth in the Preamble.

     

    “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks in
the State of Connecticut are authorized or required by law or executive order to
close.

     

    “Capital Stock” means
(a) with respect to any Person that is a corporation, any and all shares,
interests or equivalents in capital stock (whether voting or nonvoting, and
whether common or preferred) of such corporation, and (b) with respect to any
Person that is not a corporation, any and all partnership, membership, limited
liability company or other equity interests of such Person that confer on a
Person the right to receive a share of the profits and losses of, or the
distribution of assets of, the issuing Person; and in each case, any and all
warrants, rights or options to purchase any of the foregoing.

     

    “Change of Control”
shall mean (i) the approval by members of the Company of a merger or
consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; (ii) the approval by
the members of the Company of a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all or substantially
all of the Company's assets; or  (iii)  any "person" (as
such term is used in Sections  13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company's
then outstanding voting securities.

     

    “Commencement Date”
has the meaning set forth in the Preamble.

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    “Commission” means the
Securities and Exchange Commission or any similar agency then having
jurisdiction to enforce the Securities Act.

     

    “Common Stock” means
the Company’s Common Stock, par value $0.01 per share.

     

    “Company” has the
meaning set forth in the Preamble.

     

    "Conversion Amount"
means the aggregate number of shares of Common Stock issuable upon conversion of
the Aggregate Number in accordance with the terms of the Common
Stock.

     

    “Convertible
Securities” means (i) evidences of indebtedness, shares of stock or other
securities (including, without limitation, options and warrants) that are
directly or indirectly convertible, exercisable or exchangeable, with or without
payment of additional consideration in cash or property, for shares of Common
Stock (as applicable), either immediately or upon the onset of a specified date
or the happening of a specified event or (ii) stock appreciation rights, phantom
stock rights or other rights with equity features.

     

    “Distribution” has the
meaning set forth in Section 6(a)(ii).

     

    “Election to Purchase”
has the meaning set forth in Section 2(a).

     

    “Event of Default” has
the meaning set for in the Commercial Term Loan Agreement.

     

    “Event of
Non-Compliance” has the meaning set forth in Section 11(a).

     

    “Exempt Issuance” has
the meaning set forth in the Preamble.

     

    “Exercise Amount” has
the meaning set forth in Section 2(a).

     

    “Exercise Price” has
the meaning set forth in the Preamble.

     

    “Expiration Date” has
the meaning set forth in the Preamble.

     

    “Fair Market Value Per
Share” means, with respect to a share of Common Stock on any date: (a) if
the shares are listed or admitted for trading on any national securities
exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market,
the last reported sales price as reported on such exchange or market; (b) if the
shares are not listed or admitted for trading on any national securities
exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market,
the average of the last reported closing bid and asked quotation for the shares
as reported on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or a similar
service if NASDAQ is not reporting such information; and (c) if the shares are
not listed or admitted for trading on any national securities exchange or
included in The Nasdaq National Market or Nasdaq SmallCap Market or quoted by
NASDAQ or a similar service, the average of the last reported bid and asked
quotation for the shares as quoted by a market maker in the shares (or if there
is more than one market maker, the bid and asked quotation shall be obtained
from two market makers and the average of the lowest bid and highest asked
quotation).  In the absence of any available public quotations for the
Common Stock, the Board of Directors of the Company and the Holder shall
determine in good faith the fair value of the Common Stock.

     

    “Fully Diluted” means,
with respect to the Common Stock as of a particular time (taking into account
the transaction in respect of which the “Fully Diluted” basis is being
calculated at such time), the total number of outstanding shares of Common Stock
as of such time as determined by treating all outstanding in-the-money and then
exercisable options, warrants and other rights for the purchase or other
acquisition of Common Stock as having been exercised and by treating all
outstanding in-the-money Convertible Securities which at the time of such
calculation may be converted as having been so converted.

     

    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    “GAAP” means United
States generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession in the United
States as in effect at the time.

     

    “Governmental
Authority” means the government of any nation, state, city, locality or
other political subdivision of any thereof, any entity or person exercising
executive, legislative, judicial, arbitral, regulatory or administrative
functions of or pertaining to government, regulation or compliance.

     

    “Holder” or “Holders” means any
holder of an interest in the Warrant or the outstanding Warrant
Shares.

     

    “Notes” shall mean the
Company's 15% Commercial Term Promissory Note due March __, 2010 issued pursuant
to the Commercial Term Loan Agreement.

     

    “Outstanding Common
Stock” of the Company means, as of the date of determination, the sum
(without duplication) of the following: (a) the number of shares of Common Stock
then outstanding at the date of determination, (b) the number of shares of
Common Stock then issuable upon conversion of the shares of Common Stock
issuable upon the exercise of this Warrant (as such number of shares may be
adjusted pursuant to the terms hereof) and (c) the number of shares of Common
Stock then issuable upon the exercise or conversion of Convertible Securities
and any warrants, options or other rights to subscribe for or purchase Common
Stock or Convertible Securities.

     

    “Person” means any
individual, firm, corporation, partnership, limited liability company, joint
venture, incorporated or unincorporated association, joint stock company,
Governmental Authority, or other entity of any kind, and shall include any
successor (by merger or otherwise) of such entity.

     

    “Principal Office”
means the Company’s principal office as set forth in Section 17 hereof or such
other principal office of the Company in the United States of America the
address of which first shall have been set forth in a notice to the
Holder.

     

    “Registration Rights
Agreement” means the Registration Rights Agreement dated as of the date
hereof among the Company and MBRO Capital, LLC, as amended or supplemented from
time to time.

     

    “Regulatory
Requirement” has the meaning set forth in Section 5(c).

     

    “Required Holders”
means, at any time, the holders of Warrants exercisable for at least a majority
of the aggregate shares of Common Stock then issuable pursuant to outstanding
Warrants.

     

    “Securities Act” means
the Securities Act of 1933, as amended, or any similar federal statute, and the
rules and regulations thereunder as the same shall be in effect at the
time.

     

    “Commercial Term Loan
Agreement” means the Commercial Term Loan Agreement dated as of the date
hereof among the Company and MBRO Capital, LLC, as amended or supplemented from
time to time.

     

    “Stock Combination”
has the meaning set forth in Section 6(a)(i)(C).

     

    “Stock Dividend” has
the meaning set forth in Section 6(a)(i)(A).

     

    “Stock Subdivision”
has the meaning set forth in Section 6(a)(i)(B).

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    “Subsidiary(ies)”
means, with respect to any Person, a corporation, partnership, limited liability
company or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which is
otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such Person.

     

    “Transaction
Documents” means this Warrant, the Notes, the Commercial Term Loan
Agreement and the Registration Rights Agreement, and any other agreements or
documents delivered in connection herewith or therewith.

     

    “Warrant” has the
meaning set forth in Section 1(a).

     

    “Warrant Securities”
means the Warrant and the Warrant Shares, collectively.

     

    “Warrant Shares” means
(a) the shares of Common Stock issued or issuable upon exercise of this Warrant
in accordance with its terms, (b) the shares of Common Stock issued or issuable
upon conversion of such shares of Common Stock and (c) all other shares of the
Company’s Capital Stock issued with respect to such shares by way of stock
dividend, stock split or other reclassification or in connection with any
merger, consolidation, recapitalization or other reorganization affecting the
Company’s Capital Stock.

     

    SECTION
13.   Survival of
Provisions.

     

    Notwithstanding
the full exercise by the Holder of its rights to purchase Common Stock
hereunder, the provisions of Sections 5(c), 5(d) and 11 through 24 of this
Warrant shall survive such exercise and the Expiration Date.

     

    SECTION
14.  Delays,
Omissions and Indulgences.

     

    It is
agreed that no delay or omission to exercise any right, power or remedy accruing
to the Holder upon any breach or default of the Company under this Warrant shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach or default, or any acquiescence therein, or of or in any
similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring.  It is further agreed that any
waiver, permit, consent or approval of any kind or character on the Holder’s
part of any breach or default under this Warrant, or any waiver on the Holder’s
part of any provisions or conditions of this Warrant must be in writing and that
all remedies, either under this Warrant, or by law or otherwise afforded to the
Holder, shall be cumulative and not alternative.

     

    SECTION
15.   Rights
of Transferees.

     

    Subject
to Section 8 and the provisions of the Shareholders Agreement, the rights
granted to the Holder hereunder of this Warrant shall pass to and inure to the
benefit of all subsequent transferees of all or any portion of the Warrant
(provided that the Holder and any transferee shall hold such rights in
proportion to their respective ownership of the Warrant and Warrant Shares)
until extinguished pursuant to the terms hereof.

     

    SECTION
16.  Captions.

     

    The
titles and captions of the Sections and other provisions of this Warrant are for
convenience of reference only and are not to be considered in construing this
Warrant.

     

    SECTION
17.  Notices.

     

    All
notices, demands and other communications provided for or permitted hereunder
shall be made in writing and shall be by registered or certified first-class
mail, return receipt requested, telecopy, overnight courier service or personal
delivery:

     

    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    (a)         if
to the Company:

     

    Bonds.com
Group, Inc.

    1515 South Federal Highway

    Suite 12

    Boca Raton, Florida 33432

    Attention:  Chief Executive
Officer

    Telecopier:

    
 

    with a copy to:

    


    Rele & Becker LLC

    555 Eighth Avenue

    Suite 1703

    New York, New York 10018

    Attention:  David
Becker, Esq.

    Fax
No.:

    


    if to the
Holder:

    


    MBRO Capital, LLC

    991 Ponus Ridge

    New Canaan, Connecticut
06840

    Attention:  William P.
Mahoney

    Fax No.:

    


    with a copy to:

    


    Diserio Martin O’Connor &
Castiglioni LLP

    One Atlantic Street

    Stamford, Connecticut
06901

    Attention:  Kevin
T. Katske, Esq.

    Fax
No.:  (203) 348-2321

    


    All such
notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; when delivered by courier, if
delivered by commercial overnight courier service; five Business Days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
acknowledged, if telecopied.

     

    SECTION
18.   Successors and
Assigns.

     

    Subject
to the provisions of the Shareholders Agreement, this Warrant shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors or heirs and personal representatives and permitted assigns; provided, that the
Company shall have no right to assign its rights, or to delegate its
obligations, hereunder without the prior written consent of the Holder except as
otherwise expressly provided herein.

     

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    SECTION 19.  Governing
Law.

     

    THIS
WARRANT IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF DELAWARE AND WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAW OF SUCH STATE.

     

    SECTION
20.  Jurisdiction, Jury Trial
Waiver, Etc.

     

    (a)           THE
COMPANY AND THE HOLDER HEREBY IRREVOCABLY AGREE THAT ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT SHALL BE BROUGHT
EXCLUSIVELY IN THE COURTS OF THE STATE OF CONNECTICUT OR OF THE UNITED STATES OF
AMERICA IN THE STATE OF CONNECTICUT AND EACH HEREBY EXPRESSLY SUBMITS TO THE
PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND
EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE
AN INCONVENIENT FORUM.  THE COMPANY AND THE HOLDER EACH HEREBY
IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF
BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN
THIS WARRANT, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH
MAILING.

     

    (b)         THE
COMPANY AND THE HOLDER EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT
TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS
WARRANT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS. THE COMPANY (I) CERTIFIES THAT NO HOLDER OR ATTORNEY OR OTHER
REPRESENTATIVE OF THE HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
HOLDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS AND (II) ACKNOWLEDGES THAT THE HOLDER HAS BEEN INDUCED TO PURCHASE THIS
WARRANT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED
HEREIN.

     

    (c)         FINAL
JUDGMENT AGAINST THE COMPANY OR HOLDER, IN ANY ACTION, SUIT OR PROCEEDING SHALL
BE CONCLUSIVE, AND MAY BE ENFORCED IN OTHER JURISDICTIONS (I) BY SUIT, ACTION,
OR PROCEEDING ON THE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY
INDEBTEDNESS OR LIABILITY OF THE COMPANY OR HOLDER THEREIN DESCRIBED OR (II) IN
ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION;
PROVIDED, HOWEVER, THAT ANY STOCKHOLDER MAY AT ITS OPTION BRING SUIT, OR
INSTITUTE OTHER JUDICIAL PROCEEDING, AGAINST THE COMPANY OR ANY OF ITS
PROPERTIES IN THE STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY
OR PLACE WHERE THE COMPANY OR ITS PROPERTIES MAY BE FOUND.

     

    SECTION
21.  Severability.

     

    If any
one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any
way impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions
hereof.  The parties hereto further agree to replace such invalid,
illegal or unenforceable provision of this Agreement with a valid, legal and
enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such invalid, illegal or unenforceable
provision.

     

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    SECTION
22.  Entire
Agreement.

     

    This
Warrant, together with the other Transaction Documents, contains the entire
agreement among the parties with respect to the subject matter hereof and
thereby supercedes all prior and contemporaneous agreements or understandings
with respect thereto.

     

    SECTION 23.   Headings. The headings in this
Warrant are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.

     

    SECTION
24.  No Strict
Construction.

     

    The
Company and the Holder each acknowledge that they have been represented by
counsel in connection with this Warrant, the other Transaction Documents and the
transactions contemplated hereby and thereby.  The Company and the
Holder have participated jointly in the negotiation and drafting of this Warrant
and the other Transaction Documents.  In the event an ambiguity or
question of intent or interpretation arises under any provision of this Warrant
or any Transaction Document, this Warrant or such other Transaction Documents
shall be construed as if drafted jointly by the parties thereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Warrant or any other
Transaction Document.

     

    SECTION
25.  Representations, Warranties
and Covenants.

     

    The
Company hereby represents, warrants and covenants to the Holder that so long as
the Holder holds the Warrant or any Warrant Shares:

     

    (a)           Intentionally
Omitted.

     

    (b)           Certain
Amendments.  The Company will not amend, modify or change any
provision of its articles or certificate of incorporation, bylaws or the terms
of any class or series of its Capital Stock to the extent such amendment,
modification or change would have a disproportionate adverse effect on the
Holder as compared to any other holder of Capital Stock of the Company and
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any restriction or encumbrance on the ability of the Company to
perform and comply with its obligations under this Warrant.

     

    (c)           Limitation on Certain
Restrictions.  The Company will not, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any restriction
or encumbrance on the ability of the Company to perform and comply with its
obligations under this Warrant.

     

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.  SIGNATURE PAGE
FOLLOWS.]

     

    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the
Company has caused this Warrant to be issued and executed in its corporate name
by its duly authorized officers and its corporate seal to be affixed hereto as
of the date below written.

    


    
    

     

    
      	      
              DATED:  March
      31, 2009 

            	      
              BONDS.COM
      GROUP, INC.

               

               

               

            
	
              [CORPORATE
      SEAL]

            	
              By:       /S/  John J.
      Barry
      IV                                                                

              Name:  John
      J. Barry IV

              Title:    Chief
      Executive Officer

            


    

     

     

    


    


    ATTEST:

    


    


    By:                                                                          

    Name:                                                                   
      

    Title:                                                                     
         

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

    


    NOTICE OF
EXERCISE; ELECTION TO PURCHASE

     

    
      	To:	   
      	 
	 	           
      	 
	 	 
                	 
	 	 
             	 


    

    
 

    


    1.      The
undersigned, pursuant to the provisions of the attached Warrant, hereby elects
to exercise this Warrant with respect to ________ shares of Common Stock (the
“Exercise
Amount”).  Capitalized terms used but not otherwise defined
herein have the meanings ascribed thereto in the attached Warrant.

    


    2.      The
undersigned herewith tenders payment for such shares in the following manner
(please check type, or types, of payment and indicate the portion of the
Exercise Price to be paid by each type of payment):

     

    _______  Exercise
for Cash

    _______  Exercise
for Notes

    _______  Cashless
Exercise

    


    3.      Please
issue a certificate or certificates representing the shares issuable in respect
hereof under the terms of the attached Warrant, as follows:

     

    

      
        	 
      	              
      
	 
      	
                (Name
      of Record
Holder/Transferee)

              


      



    and
deliver such certificate or certificates to the following address:

     

    
      	 
      	              
      
	 
      	
                    
                (Address
      of Record
Holder/Transferee)

              

            


    

    


    4.      The
undersigned represents that the aforesaid shares are being acquired for the
account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares.

    


    5.      If
the Exercise Amount is less than all of the shares of Common Stock purchasable
hereunder, please issue a new warrant representing the remaining balance of such
shares, as follows:

    


    
      	 
      	              
      
	 
      	
                    
                      
                  (Name
      of Record
  Holder/Transferee)

                

              

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    and
deliver such warrant to the following address:

     

    
      	 
      	              
      
	 
      	
                    
                      
                        
                    (Address
      of Record
      Holder/Transferee)

                  

                

              

            




    
      	 
      	              
      
	 
      	
                    
                      
                        
                          
                      (Signature)

                    

                  

                

              

            




    
      	   
      	 	              
      
	      
              (Date)