Exhibit
      4.7

     

    INVESTMENT
      AGREEMENT

     

    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").

     

    WHEREAS:

     

    A. The
      Company wishes to sell and each Buyer wishes to purchase, upon the terms and
      conditions stated in this Agreement, that aggregate number of Units set forth
      opposite such Buyer's name on Schedule
      A
      attached
      hereto. As used herein, a "Unit"
      shall
      consist of (i) 15,105 shares of the Company's common stock, par value $0.0001
      per share (the "Common
      Stock")
      at a
      price per share equal to $3.31, and (ii) a warrant, in substantially the
      form attached hereto as Exhibit
      A
      (a
“Warrant”)
      to
      acquire 7,553 shares of Common Stock at an exercise price of $4.14 per share.
      Each Warrant shall be exercisable to purchase shares of Common Stock upon the
      terms and conditions set forth in the Warrants. The shares of Common Stock
      to be
      issued hereto are referred to herein as the “Shares”
and
      the
      shares of Common Stock to be issued upon exercise of a Warrant are referred
      to
      herein as the “Warrant
      Shares”.

     

    B. The
      Company and Buyer are executing and delivering this Agreement in reliance upon
      the exemption from securities registration afforded by Section 4(2) of the
      Securities Act of 1933, as amended (the "1933
      Act"),
      and
      Rule 506 of Regulation D ("Regulation D")
      as
      promulgated by the United States Securities and Exchange Commission (the
      "SEC")
      under
      the 1933 Act. 

     

    C. Certain
      of the Buyers herein are holders of promissory notes from the Company (the
      “Authorized
      Promissory Notes”),
      and
      such Buyers are set forth on Schedule
      B
      hereto
      (the “Authorized
      Note Holders”)
      along
      with the amounts that the Company owes such Buyers pursuant to the Authorized
      Promissory Notes. 

     

    D. Contemporaneously
      with the Closing, the parties hereto will execute and deliver a Registration
      Rights Agreement, substantially in the form attached hereto as Exhibit
      B
      (the
      "Registration
      Rights Agreement"),
      pursuant to which the Company will agree to provide certain registration rights
      with respect to the Registrable Securities (as defined in the Registration
      Rights Agreement) under the 1933 Act and the rules and regulations promulgated
      thereunder, and applicable state securities laws.

     

    E. The
      Company has entered into a Second Amended and Restated Stockholders Agreement,
      dated on or about the date hereof, with certain stockholders of the Company
      (the
“Stockholders’
      Agreement”);
      concurrently with the Closing, the Buyers hereto will execute and deliver a
      signature page to the Stockholders’ Agreement and become Investors as set forth
      therein. 

     

    F. Keating
      Securities, LLC (the “Placement
      Agent”)
      has
      been retained by the Corporation as exclusive placement agent for the offer
      and
      sale of the Units for an amount up to $4,000,000. The Units will be offered
      by
      the Placement Agent on a "best efforts" basis.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    G. The
      Units, the Shares, the Warrants and the Warrant Shares collectively are referred
      to herein as the "Securities".

     

    NOW,
      THEREFORE,
      the
      Company and Buyer hereby agree as follows:

     

    1. PURCHASE
      AND SALE OF UNIT.

     

    (a) Purchase
      of Unit.

     

    (i) Units. Subject
      to the satisfaction (or waiver) of the conditions set forth in Sections 7 and
      8
      below, the Company shall issue and sell to each Buyer, and each Buyer agrees
      to
      purchase from the Company on the Closing Date (as defined below), the
      Units.

     

    (ii) Initial
      Closing.
      The
      date and time of the initial Closing shall be 10:00 a.m., Eastern Standard
      Time,
      on October 19, 2007 (or such later date as is mutually agreed to by the Company
      and Buyer) after notification of satisfaction (or waiver) of the conditions
      to
      the Closing set forth in Sections 7 and 8 below (the “Initial
      Closing Date”),
      at
      the offices of Rele & Becker LLC, 1375 Broadway, Suite 1400, New York, New
      York. Alternatively, the Closing can take place by the exchange of final
      executed closing documents between legal counsel for the Company and Buyer.
      

     

    (iii) Additional
      Closings.
      During
      the period commencing on the Initial Closing Date and ending November 15, 2007
      (the “Additional
      Sale Period”),
      the
      Company may offer for sale and sell pursuant to this Agreement additional Units
      (the “Additional
      Units”),
      up
      until $4,000,000 of Units have been sold (including the Units sold on the
      Initial Closing Date), on the terms and subject to the conditions set forth
      in
      this Agreement; provided;
      however,
      that no
      such sale shall be consummated subsequent to the end of the Additional Sale
      Period. The closing or closings hereunder during the Additional Sale Period
      with
      respect to the purchase and sale of Additional Units (each of said closings
      being sometimes hereinafter referred to as an "Additional
      Closing Date,"
      and
      together with the Initial Closing Date, the “Closing
      Date”),
      if
      any, shall take place at the offices of Buyer’s or by the exchange of final
      executed closing documents between legal counsel for the Company and Buyer
      on a
      business day mutually acceptable to the Company and Buyer.

     

    (iv) Purchase
      Price.
      The
      purchase price for each Unit (the "Purchase
      Price")
      shall
      be Fifty Thousand Dollars ($50,000).

     

    (b) Form
      of Payment.
      On the
      Closing Date, subject to the satisfaction of the conditions to closing, (i)
      each
      Buyer shall deliver by wire transfer to an account designated by the Company,
      no
      later than the close of business on the Closing Date the aggregate Purchase
      Price for the Units and (ii) each of the Authorized Note Holders shall deliver
      their Authorized Promissory Notes to the Company.

     

    (c) Delivery
      of Common Stock and Warrant to the Buyers.
      On the
      Closing Date, the Company shall deliver to each Buyer (i) a stock certificate
      representing that number of shares of Common Stock set forth opposite such
      Buyer’s name on Schedule
      A
      hereto,
      registered in the name of such Buyer and dated the Closing Date and (ii) a
      Warrant for the number of shares set forth opposite such Buyer’s name on
Schedule
      A
      hereto,
      against receipt by the Corporation of the consideration set forth in Section
      1(b) above.

     

    
      
        
        

      

      
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    (d) Additional
      Buyers. 

     

    (i) Upon
      the
      sale of Additional Units during the Additional Sale Period, such additional
      Buyers shall be deemed a Buyer hereunder and under the Registration Rights
      Agreement and Stockholders’ Agreement, bound by the applicable terms and
      provisions of this Agreement, the Registration Rights Agreement and the
      Stockholders’ Agreement, subject to all the obligations and duties imposed upon,
      and entitled to all rights and benefits accorded to, the Buyers generally under
      this Agreement, the Registration Rights Agreement, and the Stockholders’
Agreement to the same extent as if originally named herein and therein as a
      Buyer. 

     

    (ii) In
      connection with the sale and delivery of Additional Units, the Company and
      each
      additional Buyer shall execute and deliver a supplement to this Agreement (a
      “Supplement”),
      reflecting the name and address of such additional Buyer, the number of
      Additional Units purchased thereunder and such other changes as are necessary
      to
      reflect the consummation of the transactions contemplated hereby and intervening
      events between the date hereof and the date of such sale. Thereupon,
Schedule
      A
      hereto
      shall be deemed automatically and without further action on the part of the
      parties hereto amended to reflect the issuance of the Additional Units to such
      additional Buyers.

     

    2. BUYER'S
      REPRESENTATIONS AND WARRANTIES.
      Buyer
      represents and warrants that:

     

    (a) No
      Sale or Distribution.
      Buyer
      is acquiring the Units, Shares, Warrant, and upon exercise of the Warrant,
      will
      acquire the Warrant Shares issuable upon exercise of the Warrant, as the case
      may be, for its own account and not with a view towards, or for resale in
      connection with, the public sale or distribution thereof, except pursuant to
      sales registered or exempted under the 1933 Act; provided,
      however,
      that by
      making the representations herein, Buyer does not agree to hold any of the
      Securities for any minimum or other specific term and reserves the right to
      dispose of the Securities at any time and from time to time in accordance with
      or pursuant to a registration statement or an exemption under the 1933 Act
      and
      pursuant to the applicable terms of the Transaction Documents (as defined in
      Section 3(b)). Buyer is acquiring the Securities hereunder in the ordinary
      course of its business. Buyer does not presently have any agreement or
      understanding, directly or indirectly, with any Person to distribute any of
      the
      Securities.

     

    (b) Accredited
      Investor Status.
      Buyer
      is an "accredited investor" as that term is defined in Rule 501(a) of Regulation
      D and has executed an accurate, true and complete Investor Suitability
      Questionnaire in the form of Exhibit C hereto.

     

    (c) Reliance
      on Exemptions.
      Buyer
      understands that the Securities are being offered and sold to it in reliance
      on
      specific exemptions from the registration requirements of United States federal
      and state securities laws and that the Company is relying in part upon the
      truth
      and accuracy of, and Buyer's compliance with, the representations, warranties,
      agreements, acknowledgments and understandings of Buyer set forth herein in
      order to determine the availability of such exemptions and the eligibility
      of
      Buyer to acquire the Securities.

     

    
      
        
        

      

      
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    (d) Information.
      Buyer
      and its advisors, if any, have been furnished with all materials relating to
      the
      business, finances and operations of the Company and materials relating to
      the
      offer and sale of the Securities that have been requested by Buyer. Buyer and
      its advisors, if any, have been afforded the opportunity to ask questions of
      the
      Company. Neither such inquiries nor any other due diligence investigations
      conducted by Buyer or its advisors, if any, or its representatives shall modify,
      amend or affect Buyer's right to rely on the Company's representations and
      warranties contained herein. Buyer understands that its investment in the
      Securities involves a high degree of risk and is able to afford a complete
      loss
      of such investment. Buyer has sought such accounting, legal and tax advice
      as it
      has considered necessary to make an informed investment decision with respect
      to
      its acquisition of the Securities.

     

    (e) No
      Governmental Review.
      Buyer
      understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.

     

    (f) Transfer
      or Resale.
      Buyer
      understands that except as provided in the Registration Rights Agreement: (i)
      the Securities have not been and are not being registered under the 1933 Act
      or
      any state securities laws, and may not be offered for sale, sold, assigned
      or
      transferred unless (A) subsequently registered thereunder, (B) Buyer shall
      have
      delivered to the Company an opinion of counsel, in a generally acceptable form,
      to the effect that such Securities to be sold, assigned or transferred may
      be
      sold, assigned or transferred pursuant to an exemption from such registration,
      or (C) Buyer provides the Company with reasonable assurance that such Securities
      can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A
      promulgated under the 1933 Act, as amended (or a successor rule thereto)
      (collectively, "Rule
      144");
      (ii)
      any sale of the Securities made in reliance on Rule 144 may be made only in
      accordance with the terms of Rule 144 and further, if Rule 144 is not
      applicable, any resale of the Securities under circumstances in which the seller
      (or the Person (as defined in Section 3(s)) through whom the sale is made)
      may
      be deemed to be an underwriter (as that term is defined in the 1933 Act) may
      require compliance with some other exemption under the 1933 Act or the rules
      and
      regulations of the SEC thereunder; and (iii) neither the Company nor any other
      Person is under any obligation to register the Securities under the 1933 Act
      or
      any state securities laws or to comply with the terms and conditions of any
      exemption thereunder.

     

    (g) Legends.
      Buyer
      understands that the Shares and the Warrant and, until such time as the resale
      of the Shares or Warrant Shares have been registered under the 1933 Act as
      contemplated by the Registration Rights Agreement, the stock certificates
      representing the Shares and Warrant Shares, except as set forth below, shall
      bear any legend as required by the "blue sky" laws of any state and a
      restrictive legend in substantially the following form (and a stop-transfer
      order may be placed against transfer of such stock certificates):

     

    NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL,
      IN
      FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION
      IS
      NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
      144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
      PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
      ARRANGEMENT SECURED BY THE SECURITIES.

     

    
      
        
        

      

      
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    (h) Validity;
      Enforcement.
      This
      Agreement and the Transaction Documents to which Buyer is a party have been
      duly
      and validly authorized, executed and delivered on behalf of Buyer and shall
      constitute the legal, valid and binding obligations of Buyer enforceable against
      Buyer in accordance with their respective terms, except as such enforceability
      may be limited by general principles of equity or to applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation and other similar laws
      relating to, or affecting generally, the enforcement of applicable creditors'
      rights and remedies.

     

    (i) No
      Conflicts.
      The
      execution, delivery and performance by Buyer of this Agreement and the
      Transaction Documents and the consummation by Buyer of the transactions
      contemplated hereby and thereby will not (i) result in a violation of the
      organizational documents of Buyer or (ii) conflict with, or constitute a default
      (or an event which with notice or lapse of time or both would become a default)
      under, or give to others any rights of termination, amendment, acceleration
      or
      cancellation of, any agreement, indenture or instrument to which Buyer is a
      party, or (iii) result in a violation of any law, rule, regulation, order,
      judgment or decree (including federal and state securities laws) applicable
      to
      Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts,
      defaults, rights or violations which would not, individually or in the
      aggregate, reasonably be expected to have a material adverse effect on the
      ability of Buyer to perform its obligations hereunder.

     

    3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.
      The
      Company represents and warrants to Buyer that, as of the date hereof and as
      of
      the Closing Date as follows (which representations and warranties shall be
      deemed to apply, where noted, to each subsidiary of the Company:

     

    (a) Organization
      and Qualification.
      The
      Company and its Subsidiaries (as set forth on Schedule
      3(a)
      hereto)
      are entities duly organized and validly existing and, to the extent legally
      applicable, in good standing under the laws of the State of Delaware and have
      the requisite power and authorization to own their properties and to carry
      on
      their business as now being conducted. Each of the Company and its Subsidiaries
      is duly qualified as a foreign entity to do business and to the extent legally
      applicable, is in good standing in every jurisdiction in which its ownership
      of
      property or the nature of the business conducted by it makes such qualification
      necessary, except to the extent that the failure to be so qualified or be in
      good standing would not reasonably be expected to have a Material Adverse
      Effect. As used in this Agreement, "Material
      Adverse Effect"
      means
      any material adverse effect on the business, properties, assets, operations,
      results of operations, or condition (financial or otherwise) of the Company
      and
      its Subsidiaries, taken as a whole, or on the transactions contemplated hereby
      and the other Transaction Documents or by the agreements and instruments to
      be
      entered into in connection herewith or therewith, or on the authority or ability
      of the Company to perform its obligations under the Transaction Documents.
      

     

    
      
        
        

      

      
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    (b) Authorization;
      Enforcement; Validity.
      The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement, the Registration Rights Agreement,
      the Stockholders’ Agreement, the Warrant and each of the other agreements
      entered into by the parties hereto in connection with the transactions
      contemplated by this Agreement (collectively, the "Transaction
      Documents")
      and to
      issue the Securities in accordance with the terms hereof and thereof. The
      execution and delivery of the Transaction Documents by the Company and the
      consummation by the Company of the transactions contemplated hereby and thereby,
      including, without limitation, the issuance of the Units, the Shares and the
      Warrant, and the reservation for issuance and the issuance of the Warrant Shares
      issuable upon exercise of the Warrant, have been duly authorized by the
      Company's Board of Directors and other than as set forth in Section 3(e), no
      further filing, consent, or authorization is required by the Company, its Board
      of Directors or its stockholders. This Agreement and the other Transaction
      Documents of even date herewith have been duly executed and delivered by the
      Company, and constitute the legal, valid and binding obligations of the Company,
      enforceable against the Company in accordance with their respective terms,
      except as such enforceability may be limited by general principles of equity
      or
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally, the enforcement of applicable
      creditors' rights and remedies.

     

    (c) Issuance
      of Securities.
      The
      issuance, sale and delivery of the Shares and the Warrants have been duly
      authorized by all requisite corporate action of the Company, and the Warrant
      Shares have been reserved for issuance pursuant to this Agreement, and when
      issued, sold and delivered in accordance with the terms of this Agreement,
      the
      Warrant and the Certificate of Incorporation, the Shares and the Warrant Shares
      will be validly issued and outstanding, fully paid and nonassessable and will
      not be subject to preemptive or other similar rights of the stockholders of
      the
      Corporation or others, except as set forth in this Agreement or in the
      Stockholders’ Agreement, and will be free and clear of all liens, charges,
      restrictions, claims and encumbrances imposed by the Company. Assuming the
      accuracy of each of the representations and warranties set forth in Section
      2 of
      this Agreement, the offer and issuance by the Company of the Securities is
      exempt from registration under the 1933 Act.

     

    (d) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated hereby
      and
      thereby (including, without limitation, the issuance of the Unit, the Shares
      and
      the Warrant and reservation for issuance and issuance of the Warrant Shares)
      will not (i) result in a violation of any certificate of incorporation,
      certificate of formation, any certificate of designations or other constituent
      documents of the Company or any of its Subsidiaries, any capital stock of the
      Company or any of its Subsidiaries or bylaws of the Company or any of its
      Subsidiaries or (ii) conflict with, or constitute a default or breach (or an
      event which with notice or lapse of time or both would become a default or
      breach) in any respect under, or give to others any rights of termination,
      amendment, acceleration or cancellation of, any agreement, indenture or
      instrument to which the Company or any of its Subsidiaries is a party, or (iii)
      result in a violation of any law, rule, regulation, order, judgment or decree
      (including foreign, federal and state securities laws and regulations)
      applicable to the Company or any of its Subsidiaries or by which any property
      or
      asset of the Company or any of its Subsidiaries is bound or affected, except
      in
      the case of clauses (ii) and (iii) above, to the extent that such violations
      conflict, default or right would not reasonably be expected to have a Material
      Adverse Effect. 

     

    
      
        
        

      

      
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    (e) Consents.
      Neither
      the Company nor any of its Subsidiaries is required to obtain any consent,
      authorization or order of, or make any filing or registration with, any court,
      governmental agency or any regulatory or self-regulatory agency or any other
      Person (as defined below) in order for it to execute, deliver or perform any
      of
      its obligations under or contemplated by the Transaction Documents, in each
      case
      in accordance with the terms hereof or thereof. "Person"
      means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof  

     

    (f) No
      General Solicitation; Placement Agent's Fees.
      Neither
      the Company, nor any of its Subsidiaries or affiliates, nor any Person acting
      on
      its or their behalf, has engaged in any form of general solicitation or general
      advertising (within the meaning of Regulation D) in connection with the offer
      or
      sale of the Securities. The Company shall be responsible for the payment of
      the
      Placement Agent's fees. Other than the Placement Agent, no person or entity
      acting on behalf of or under the authority of the Company is or will be entitled
      to any broker’s, finder’s or similar fee or commission in connection with the
      transactions contemplated under this Agreement. 

     

    (g) No
      Integrated Offering.
      None of
      the Company, its Subsidiaries, any of their affiliates, and any Person acting
      on
      their behalf has, directly or indirectly, made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances that
      would require registration of any of the Securities under the 1933 Act or cause
      this offering of the Securities to be integrated with prior offerings by the
      Company such that registration of any Securities would be required under the
      1933 Act.

     

    (h) Dilutive
      Effect.
      The
      Company understands and acknowledges that the number of Warrant Shares issuable
      upon exercise of the Warrant will increase in certain circumstances as
      explicitly provided under the terms of the Warrant. The Company further
      acknowledges that its obligation to issue the Warrant Shares upon exercise
      of
      the Warrant in accordance with this Agreement and the terms of the Warrant
      is
      absolute and unconditional regardless of the dilutive effect that such issuance
      may have on the ownership interests of other stockholders of the
      Company.

     

    (i) Financial
      Statements.
      The
      Company has furnished to the Buyers true and complete copies of the Company’s
      unaudited balance sheet as of and for the years ended December 31, 2005,
      December 31, 2006 and the nine-month period ended September 30, 2007, and profit
      and loss statements as of and for the years ended December 31, 2005, December
      31, 2006 and the nine-month period ended September 30, 2007 (the “Financial
      Statements”). The Financial Statements, together with any notes thereto, are
      complete and correct in all respects and present fairly the consolidated
      financial position of the Company as of the dates specified and the results
      of
      its operations and cash flows for the periods specified, in each case in
      conformity with GAAP applied on a consistent basis during the periods involved,
      except as indicated therein or in the notes thereto. 

     

    
      
        
        

      

      
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    (j) Absence
      of Certain Changes.
      Except
      as set forth on Schedule
      3(j),
      since
      September 30, 2007, there has been no event, act, condition or occurrence which
      has resulted in a Material Adverse Effect in the business, properties,
      operations, condition (financial or otherwise), or results of operations the
      Company or its Subsidiaries that has affected the Company in a manner materially
      different than similarly-situated companies. Except as disclosed in Schedule
      3(j),
      since
      September 30, 2007, the Company has not (i) declared or paid any dividends,
      (ii)
      sold any assets, individually or in the aggregate, in excess of $100,000 outside
      of the ordinary course of business or (iii) had capital expenditures,
      individually or in the aggregate, in excess of $250,000. Neither the Company
      nor
      any of its Subsidiaries has taken any steps to seek protection pursuant to
      any
      bankruptcy law nor does the Company have any knowledge that its creditors intend
      to initiate involuntary bankruptcy proceedings or any actual knowledge of any
      fact that would reasonably lead a creditor to do so. 

     

    (k) No
      Undisclosed Liabilities.
      Except
      as set forth in the Financial Statements and except for the Authorized
      Promissory Notes, neither the Company nor any of its Subsidiaries has incurred
      any liabilities or obligations, whether known or unknown, asserted or
      unasserted, accrued or unaccrued, matured or unmatured, liquidated or
      unliquidated, contingent or otherwise, other than liabilities and obligations
      that arose in the ordinary course of business.

     

    (l) Conduct
      of Business; Regulatory Permits.
      Neither
      the Company nor any of its Subsidiaries is in violation of any term of or in
      default under its Certificate of Incorporation or the Bylaws or their
      organizational charter or bylaws, respectively. Neither the Company nor any
      of
      its Subsidiaries is in violation of any judgment, decree or order or any
      statute, ordinance, rule or regulation applicable to the Company or its
      Subsidiaries, except for violations which could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect. The Company
      and its Subsidiaries possess all certificates, authorizations and permits issued
      by the appropriate regulatory authorities necessary to conduct their respective
      businesses, except where the failure to possess such certificates,
      authorizations or permits would not have, individually or in the aggregate,
      a
      Material Adverse Effect, and neither the Company nor any such Subsidiary has
      received any notice of proceedings relating to the revocation or modification
      of
      any such certificate, authorization or permit.

     

    (m) Foreign
      Corrupt Practices.
      Neither
      the Company nor any of its Subsidiaries nor any director, officer, agent,
      employee or other Person acting on behalf of the Company or any of its
      Subsidiaries has, in the course of its actions for, or on behalf of, the Company
      or any of its Subsidiaries (i) used any corporate funds for any unlawful
      contribution, gift, entertainment or other unlawful expenses relating to
      political activity; (ii) made any direct or indirect unlawful payment to any
      foreign or domestic government official or employee from corporate funds; (iii)
      violated or is in violation of any provision of the U.S. Foreign Corrupt
      Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate,
      payoff, influence payment, kickback or other unlawful payment to any foreign
      or
      domestic government official or employee.

     

    
      
        
        

      

      
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    (n) Transactions
      With Affiliates.
      Other
      than as set forth on Schedule
      3(n),
      none of
      the officers, directors or, to the Company’s knowledge, employees of the Company
      or any of its Subsidiaries is presently a party to any transaction with the
      Company or any of its Subsidiaries (other than for ordinary course services
      as
      employees, officers or directors), including any contract, agreement or other
      arrangement providing for the furnishing of services to or by, providing for
      rental of real or personal property to or from, or otherwise requiring payments
      to or from any such officer, director or employee or, to the knowledge of the
      Company or any of its Subsidiaries, any corporation, partnership, trust or
      other
      entity in which any such officer, director, or employee has a substantial
      interest or is an officer, director, trustee or partner. 

     

    (o) Equity
      Capitalization.
      

     

    The
      authorized capital stock of the Company immediately prior to the Initial Closing
      Date consists of 15,000,000 shares of Common Stock, $0.0001 par value, of which
      7,866,767 are issued and outstanding, and 301,613 shares are reserved for
      issuance upon exercise of outstanding options issued pursuant to the Company’s
      2007 Equity Incentive Plan. Except as disclosed in Schedule
      3(o)
      or as
      set forth in the Stockholders’ Agreement: (i) none of the Company's capital
      stock is subject to preemptive rights or any other similar rights or any liens
      or encumbrances suffered or permitted by the Company; (ii) there are no
      outstanding options, warrants, scrip, rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities or rights
      convertible into, or exercisable or exchangeable for, any capital stock of
      the
      Company or any of its Subsidiaries, or contracts, commitments, understandings
      or
      arrangements by which the Company or any of its Subsidiaries is or may become
      bound to issue additional capital stock of the Company or any of its
      Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities or rights
      convertible into, or exercisable or exchangeable for, any capital stock of
      the
      Company or any of its Subsidiaries; (iii) there are no outstanding securities
      or
      instruments of the Company or any of its Subsidiaries which contain any
      redemption or similar provisions, and there are no contracts, commitments,
      understandings or arrangements by which the Company or any of its Subsidiaries
      is or may become bound to redeem a security of the Company or any of its
      Subsidiaries; (iv) there are no securities or instruments containing
      anti-dilution or similar provisions that will be triggered by the issuance
      of
      the Securities; and (v) the Company does not have any stock appreciation rights
      or "phantom stock" plans or agreements or any similar plan or agreement, other
      than those incurred in the ordinary course of the Company's or its Subsidiaries'
      respective businesses and which, individually or in the aggregate, do not or
      would not have a Material Adverse Effect. The Company has furnished to Buyer
      true, correct and complete copies of the Company's Amended and Restated
      Certificate of Incorporation, as amended and as in effect on the date hereof
      (the "Certificate
      of Incorporation"),
      and
      the Company's Bylaws, as amended and as in effect on the date hereof (the
      "Bylaws"),
      and
      the terms of all securities convertible into, or exercisable or exchangeable
      for, shares of Common Stock and the material rights of the holders thereof
      in
      respect thereto.

     

    (p) Indebtedness
      and Other Contracts.
      Except
      as set forth in the Financial Statements, disclosed in Schedule
      3(p),
      or
      incurred in the ordinary course of business, neither the Company nor any of
      its
      Subsidiaries (i) has any outstanding Indebtedness (as defined below), (ii)
      is a
      party to any contract, agreement or instrument, the violation of which, or
      default under which, by the other party(ies) to such contract, agreement or
      instrument could reasonably be expected to result in a Material Adverse Effect,
      (iii) is in violation of any term of or in default under any contract, agreement
      or instrument relating to any Indebtedness, except where such violations and
      defaults would not result, individually or in the aggregate, in a Material
      Adverse Effect, or (iv) is a party to any contract, agreement or instrument
      relating to any Indebtedness, the performance of which, in the judgment of
      the
      Company's officers, has or is expected to have a Material Adverse Effect. For
      purposes of this Agreement: (x) "Indebtedness"
      of any
      Person means, without duplication (A) all indebtedness for borrowed money,
      (B)
      all obligations issued, undertaken or assumed as the deferred purchase price
      of
      property or services, including (without limitation) "capital leases" in
      accordance with generally accepted accounting principles (other than trade
      payables entered into in the ordinary course of business), (C) all reimbursement
      or payment obligations with respect to letters of credit, surety bonds and
      other
      similar instruments, (D) all obligations evidenced by notes, bonds, debentures
      or similar instruments, including obligations so evidenced incurred in
      connection with the acquisition of property, assets or businesses, (E) all
      indebtedness created or arising under any conditional sale or other title
      retention agreement, or incurred as financing, in either case with respect
      to
      any property or assets acquired with the proceeds of such indebtedness (even
      though the rights and remedies of the seller or bank under such agreement in
      the
      event of default are limited to repossession or sale of such property), (F)
      all
      monetary obligations under any leasing or similar arrangement which, in
      connection with generally accepted accounting principles, consistently applied
      for the periods covered thereby, is classified as a capital lease, (G) all
      indebtedness referred to in clauses (A) through (F) above secured by (or for
      which the holder of such Indebtedness has an existing right, contingent or
      otherwise, to be secured by) any mortgage, lien, pledge, charge, security
      interest or other encumbrance upon or in any property or assets (including
      accounts and contract rights) owned by any Person, even though the Person which
      owns such assets or property has not assumed or become liable for the payment
      of
      such indebtedness, and (H) all Contingent Obligations in respect of indebtedness
      or obligations of others of the kinds referred to in clauses (A) through (G)
      above; and (y) "Contingent
      Obligation"
      means,
      as to any Person, any direct or indirect liability, contingent or otherwise,
      of
      that Person with respect to any indebtedness, lease, dividend or other
      obligation of another Person if the primary purpose or intent of the Person
      incurring such liability, or the primary effect thereof, is to provide assurance
      to the obligee of such liability that such liability will be paid or discharged,
      or that any agreements relating thereto will be complied with, or that the
      holders of such liability will be protected (in whole or in part) against loss
      with respect thereto.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (q) Absence
      of Litigation.
      Except
      as set forth in Schedule
      3(q),
      there
      is no action, suit, proceeding, inquiry or investigation pending before any
      court, public board, government agency, self-regulatory organization or body
      or,
      to the knowledge of the Company, threatened against the Company or any of its
      Subsidiaries, the Common Stock of the Company or any of the Company's
      Subsidiaries or any of the Company's or its Subsidiaries' officers or directors.
      

     

    (r) Insurance.
      Each
      of
the
      Company and its Subsidiaries has in full force and effect the insurance policies
      set forth in Schedule
      3(r).
      Neither
      the Company nor any such Subsidiary has been refused any insurance coverage
      sought or applied for and neither the Company nor any such Subsidiary has any
      reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business at a cost that
      would not have a Material Adverse Effect.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (s) Employee
      Relations.
      

     

    (i) Neither
      the Company nor any of its Subsidiaries is a party to any collective bargaining
      agreement or employs any member of a union. The Company and its Subsidiaries
      believe that their relations with their employees are good. No executive officer
      of the Company or any of its Subsidiaries (as defined in Rule 501(f) of the
      1933
      Act) has notified the Company or any such Subsidiary that such officer intends
      to leave the Company or any such Subsidiary or otherwise terminate such
      officer's employment with the Company or any such Subsidiary. To the Company’s
      knowledge, no executive officer of the Company or any of its Subsidiaries,
      is in
      violation of any material term of any employment contract, confidentiality,
      disclosure or proprietary information agreement, non-competition agreement,
      or
      any other contract or agreement or any restrictive covenant, and the sole fact
      that the executive officer continues to be employed by the Company does not
      subject the Company or any of its Subsidiaries to any liability with respect
      to
      any of the foregoing matters.

     

    (ii) The
      Company and its Subsidiaries, to their knowledge, are in compliance with all
      federal, state, local and foreign laws and regulations respecting labor,
      employment and employment practices and benefits, terms and conditions of
      employment and wages and hours, except where failure to be in compliance would
      not, either individually or in the aggregate, reasonably be expected to result
      in a Material Adverse Effect.

     

    (t) Title.
      The
      Company and its Subsidiaries own no real property and have good and marketable
      title to all personal property owned by them which is material to the business
      of the Company and its Subsidiaries, free and clear of all liens, encumbrances
      and defects except such as are described in Schedule
      3(t)
      or do
      not materially affect the value of such property and do not interfere with
      the
      use made and proposed to be made of such property by the Company and any of
      its
      Subsidiaries. Any real property and facilities held under lease by the Company
      and any of its Subsidiaries are held by them under valid, subsisting and
      enforceable leases with such exceptions as are not material and do not interfere
      with the use made and proposed to be made of such property and buildings by
      the
      Company and its Subsidiaries.

     

    (u) Intellectual
      Property Rights.
      The
      Company and its Subsidiaries own or possess adequate rights or licenses to
      use
      all trademarks, service marks and all applications and registrations therefor,
      trade names, patents, patent rights, copyrights, original works of authorship,
      inventions, trade secrets and other intellectual property rights set forth
      on
Schedule
      3(u)
      hereto
      ("Intellectual
      Property Rights")
      necessary to conduct their respective businesses as now conducted. None of
      the
      Company's registered, or applied for, Intellectual Property Rights have expired
      or terminated or have been abandoned, or are expected to expire or terminate
      or
      expected to be abandoned, within three years from the date of this Agreement.
      The Company does not have any knowledge of any infringement by the Company
      or
      its Subsidiaries of Intellectual Property Rights of others. There is no claim,
      action or proceeding made or brought, or to the knowledge of the Company, being
      threatened, against the Company or its Subsidiaries regarding its Intellectual
      Property Rights. Neither the Company nor any of its Subsidiaries is aware of
      any
      facts or circumstances which might give rise to any of the foregoing
      infringements or claims, actions or proceedings. The Company and its
      Subsidiaries have taken reasonable security measures to protect the secrecy,
      confidentiality and value of all of their Intellectual Property
      Rights.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (v) Environmental
      Laws.
      The
      Company and its Subsidiaries, to their knowledge, (i) are in compliance with
      any
      and all Environmental Laws (as hereinafter defined), (ii) have received all
      permits, licenses or other approvals required of them under applicable
      Environmental Laws to conduct their respective businesses and (iii) are in
      compliance with all terms and conditions of any such permit, license or approval
      where, in each of the foregoing clauses (i), (ii) and (iii), the failure to
      so
      comply could be reasonably expected to have, individually or in the aggregate,
      a
      Material Adverse Effect. The term "Environmental
      Laws"
      means
      all federal, state, local or foreign laws relating to pollution or protection
      of
      human health or the environment (including, without limitation, ambient air,
      surface water, groundwater, land surface or subsurface strata), including,
      without limitation, laws relating to emissions, discharges, releases or
      threatened releases of chemicals, pollutants, contaminants, or toxic or
      hazardous substances or wastes (collectively, "Hazardous
      Materials") into
      the
      environment, or otherwise relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of Hazardous Materials,
      as well as all authorizations, codes, decrees, demands or demand letters,
      injunctions, judgments, licenses, notices or notice letters, orders, permits,
      plans or regulations issued, entered, promulgated or approved
      thereunder.

     

    (w) Tax
      Status.
      The
      Company and each of its Subsidiaries (i) has made or filed all foreign, federal
      and state income and all other tax returns, reports and declarations required
      by
      any jurisdiction to which it is subject, (ii) has paid all taxes and other
      governmental assessments and charges that are material in amount, shown or
      determined to be due on such returns, reports and declarations, except those
      being contested in good faith and (iii) has set aside on its books provision
      reasonably adequate for the payment of all taxes for periods subsequent to
      the
      periods to which such returns, reports or declarations apply except where the
      failure to do so would not have a Material Adverse Effect on the Company or
      its
      Subsidiaries. There are no unpaid taxes in any material amount claimed to be
      due
      by the taxing authority of any jurisdiction, and the officers of the Company
      know of no basis for any such claim.

     

    (x) Investment
      Company Status.
      The
      Company is not, and upon consummation of the sale of the Securities will not
      be,
      an "investment company," a company controlled by an "investment company" or
      an
      "affiliated person" of, or "promoter" or "principal underwriter" for, an
      "investment company" as such terms are defined in the Investment Company Act
      of
      1940, as amended.

     

    (y) Transfer
      Taxes.
      On the
      Closing Date, all stock transfer or other taxes (other than income or similar
      taxes) which are required to be paid in connection with the sale and transfer
      of
      the Securities to be sold to Buyer hereunder will be, or will have been, fully
      paid or provided for by the Company, and all laws imposing such taxes will
      be or
      will have been complied with.

     

    (z) Disclosure.
      The
      Company understands and confirms that Buyer will rely on the foregoing
      representations in effecting transactions in securities of the Company. All
      disclosure provided to Buyer regarding the Company or any of its Subsidiaries,
      their business and the transactions contemplated hereby, including the Schedules
      to this Agreement, furnished by or on behalf of the Company is true and correct
      and does not contain any untrue statement of a material fact or omit to state
      any material fact necessary in order to make the statements made therein, in
      the
      light of the circumstances under which they were made, not misleading.


     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (aa) U.S.
      Real Property Holding Corporation.
      The
      Company is not, nor has it ever been, a U.S. real property holding corporation
      within the meaning of Section 897 of the Internal Revenue Code of 1986, as
      amended, and the Company shall so certify upon any Buyer's request.


     

    (bb) Off
      Balance Sheet Arrangements.
      There
      is no transaction, arrangement, or other relationship between the Company and
      an
      unconsolidated or other off balance sheet entity not disclosed in the Financial
      Statements or that otherwise would be reasonably likely to have a Material
      Adverse Effect.

     

    4. COVENANTS.

     

    (a) Best
      Efforts.
      Each
      party shall use its best efforts timely to satisfy each of the conditions to
      be
      satisfied by it as provided in Sections 7 and 8 of this Agreement.

     

    (b) Form
      D
      and Blue Sky.
      The
      Company agrees to file a Form D (if required) with respect to the Securities
      as
      required under Regulation D and to provide a copy thereof to Buyer promptly
      after such filing. The Company shall, on or before the Closing Date, take such
      action as the Company shall reasonably determine is necessary in order to obtain
      an exemption for or to qualify the Securities for sale to Buyer at the Closing
      pursuant to this Agreement under applicable securities or "Blue Sky" laws of
      the
      states of the United States (or to obtain an exemption from such qualification),
      and shall provide evidence of any such action so taken to Buyer on or prior
      to
      the Closing Date. The Company shall make all filings and reports relating to
      the
      offer and sale of the Securities required under applicable securities or "Blue
      Sky" laws of the states of the United States following the Closing Date.


     

    (c) Use
      of
      Proceeds.
      The
      Company will use the proceeds from the sale of the Securities for working
      capital purposes for use in connection with the development and expansion if
      its
      business and for the repayment of up to $500,000 of indebtedness owed by the
      Company to certain founders, officers and/or directors of the Company.


     

    (d) Financial
      Information.
      Until
      the earlier to occur of the following: (i) such time that the Company merges
      with and into IPORUSSIA, Inc. or (ii) such time that the Company files financial
      statements with periodic reports required by the Securities Exchange Act of
      1934, as amended, the Company shall furnish the following information to the
      Buyers:

     

    (i) Within
      ninety (90) days after the end of each fiscal year of the Company, a
      consolidated balance sheet of the Company and its Subsidiaries as at the end
      of
      such fiscal year, and consolidated statements of income and cash flows of the
      Company and its Subsidiaries for such fiscal year, prepared in accordance with
      U.S. generally accepted accounting principles (“GAAP”),
      applied on a consistent basis during the periods involved, except as indicated
      therein or in the notes thereto, audited by a nationally recognized independent
      accounting firm or any other independent accounting firm approved by the
      Board.

     

    (ii) Within
      forty-five (45) days after the end of each of the first three (3) quarterly
      accounting periods in each fiscal year, an unaudited consolidated balance sheet
      of the Company and its Subsidiaries as at the end of such quarterly accounting
      period, and unaudited [consolidated] statements of income and cash flows of
      the
      Company and its Subsidiaries for such fiscal period, prepared in accordance
      with
      GAAP, applied on a consistent basis during the periods involved, subject to
      normal year-end audit adjustments.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (e)  Fees.
      The
      Company shall be responsible for the payment of the Placement Agent's fees,
      if
      any, arising out of the transactions contemplated hereby. The Company shall
      pay,
      and hold Buyer harmless against, any liability, loss or expense (including,
      without limitation, reasonable attorney's fees and out-of-pocket expenses)
      arising in connection with any claim relating to any such payment. Each party
      shall pay all its own costs and expenses that it incurs with respect to the
      negotiation, execution, delivery and performance of this Agreement and the
      other
      Transaction Documents.

     

    (f) Reservation
      of Shares.
      The
      Company shall take all action necessary to at all times have authorized, and
      reserved for the purpose of issuance the number of shares of Common Stock
      issuable upon exercise of the Warrant issued at the Closing.

     

    (g) Conduct
      of Business.
      The
      business of the Company and its Subsidiaries shall not be conducted in violation
      of any law, ordinance or regulation of any governmental entity, except where
      such violations would not result, either individually or in the aggregate,
      in a
      Material Adverse Effect. 

     

    (h) D&O
      Insurance.
      As soon
      as practicable, the Company shall use reasonable commercial efforts to retain
      directors and officers insurance coverage for its directors and officers in
      coverage and amounts presently in force. 

     

    5. REGISTER
      AND TRANSFER OF SECURITIES.

     

    (a) Register.
      The
      Company shall maintain at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to each holder of
      Securities), a register for the Unit and the Shares and the Warrant that
      comprise the Unit in which the Company shall record the name and address of
      the
      Person in whose name the Unit, Shares and Warrant
      have been issued (including the name and address of each transferee) and the
      number of Warrant Shares issuable upon exercise of the Warrant held by such
      Person. The Company shall keep the register open and available at all times
      during business hours for inspection of Buyer or its legal
      representatives.

     

    (b) Restrictions
      on Transfer.
      Each
      Buyer acknowledges that the Shares, the Warrants, and the Warrant Shares have
      not been and will not be registered under the 1933 Act, that such shares and
      Warrants are being or will be issued pursuant to an exemption from registration
      under the 1933 Act and that such Shares, Warrants and Warrant Shares constitute
      “restricted securities” under Rule 144. Accordingly, the Shares, Warrants and
      Warrant Shares held by the Buyers shall not be sold, transferred, assigned,
      pledged, encumbered or otherwise disposed of (each, a “Transfer”) except upon
      the conditions specified in this Section 5 (which provides for certain
      additional restrictions on transfer), which conditions are intended to ensure
      compliance with the provisions of the 1933 Act and this Agreement. 

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (c) Restrictive
      Legend.
      Each
      certificate for Shares, Warrants or Warrant Shares to be held by the Buyers
      and
      each certificate for any such securities issued to subsequent transferees of
      any
      such certificate shall (unless otherwise permitted by the provisions of Sections
      5(d) and 5(e)) be stamped or otherwise imprinted with a legend in substantially
      the following form:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY
      APPLICABLE STATE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD
      OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
      UNDER SAID ACT OR LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS
      SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 5 OF THE INVESTMENT AGREEMENT
      AMONG BONDS.COM HOLDINGS, INC. AND THE OTHER PARTIES THERETO, AND NO TRANSFER
      OF
      THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
      FULFILLED. UPON THE FULFILLMENT OF ALL APPLICABLE CONDITIONS, BONDS.COM
      HOLDINGS, INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE,
      NOT
      BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE
      NAME OF THE HOLDER HEREOF.”

     

    (d) Notice
      of Transfer.
      Each
      Buyer agrees, prior to any Transfer of the Shares, the Warrants or the Warrant
      Shares to give written notice to the Company of such Buyer’s intention to effect
      such Transfer and to comply in all other respects with the provisions of this
      Section 5. Each such notice shall describe the manner and circumstances of
      the
      proposed Transfer and shall be accompanied by the written opinion, addressed
      to
      the Company, of counsel for the holder of such shares, stating that in the
      opinion of such counsel (which opinion and counsel shall be reasonably
      satisfactory to the Company), such proposed Transfer does not involve any
      transaction requiring registration or qualification of such shares under the
      Securities Act or the securities or “blue-sky” laws of any relevant state of the
      United States; provided,
      however,
      that no
      such opinion of counsel shall be necessary for a Transfer by a Buyer that is
      a
      partnership to a partner, retired partner or entity thereof upon an approved
      distribution thereto under the applicable partnership agreement. Such Buyer
      shall thereupon be entitled to Transfer such shares in accordance with the
      terms
      of the notice delivered by it to the Company. Each certificate or other
      instrument evidencing the securities issued upon the Transfer of any such shares
      (and each certificate or other instrument evidencing any untransferred balance
      of such shares) shall bear the legend set forth in Section 5 unless (a) in
      such
      opinion of counsel registration of any future Transfer is not required by the
      applicable provisions of the Securities Act and applicable state securities
      or
“blue-sky” laws or (b) the Company shall have waived the requirement of such
      legends; provided,
      however,
      that
      such legend shall not be required on any certificate or other instrument
      evidencing the securities issued upon such Transfer in the event such Transfer
      shall be made as reasonably determined by the Company in compliance with the
      requirements of Rule 144. No Buyer shall Transfer any Shares, Warrants or
      Warrant Shares until such opinion of counsel has been given (unless waived
      by
      the Company or unless such opinion is not required in accordance with the
      provisions of this Section 5).

     

    
      
        
        

      

      
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    (e) Removal
      of Legends, Etc.
      Notwithstanding the foregoing provisions of this Section 5, the restrictions
      imposed by this Section 5 upon the transferability of any shares of the capital
      stock of the Company held by the Buyers shall cease and terminate when (a)
      any
      such shares are sold or otherwise disposed of pursuant to an effective
      registration statement under the 1933 Act or as otherwise contemplated by
      Section 5(d) and, pursuant to Section 5(d), the securities so transferred are
      not required to bear the legend set forth in Section 5(d) or (b) the holder
      of
      such shares has met the requirements for Transfer of such shares pursuant to
      subparagraph (k) of Rule 144 within any consecutive three (3) month period
      without volume or manner of sale limitations. Whenever the restrictions imposed
      by this Section 5 shall terminate, as herein provided, each Buyer holding shares
      as to which such restrictions have terminated shall be entitled to receive
      from
      the Company, without expense, a new certificate not bearing the restrictive
      legend set forth in Section 5(c) and not containing any other reference to
      the
      restrictions imposed by this Section 5.

     

    6. CONFIDENTIALITY.
      

     

    Each
      Buyer agrees to and shall keep strictly confidential and will not disclose,
      use
      or divulge any confidential, proprietary or secret information which such Buyer
      has obtained in the course of the negotiation and consummation of the
      transactions contemplated hereby or may obtain from the Company, including,
      by
      way of example and not in limitation thereof, the terms of this Agreement and
      the Stockholders’ Agreement, Registration Rights Agreement, financial
      statements, reports and other information and materials submitted by the Company
      as required hereunder, unless required to be disclosed by law or pursuant to
      any
      judgment, order, subpoena or decree of any court having competent jurisdiction;
      provided
      the
      Buyer gives the Company reasonable notice prior to such disclosure and shall
      comply with any applicable protective order or equivalent and only disclose
      the
      confidential information necessary to comply with such judgment, order, subpoena
      or decree, or unless such information is already known to the Buyer or is or
      becomes publicly known, or unless the Company provides its written consent
      to
      the Investor’s release of such information, except that no such written consent
      shall be required (and Buyer shall be free to release such information) if
      such
      information is to be provided to an Buyer ‘s lawyer or accountant, or in the
      case of a Buyer that is a limited partnership, to such Buyer’s limited partners
      (except that the information provided to such limited partners shall be limited
      to summary financial data of the Company and a general description of the
      Company’s business performance); provided
      such
      recipient is advised of the confidential nature of such information. Each Buyer
      acknowledges that such information is for its use solely in connection with
      evaluating its investment in the Company.

     

    7. CONDITIONS
      TO THE COMPANY'S OBLIGATION TO SELL.

     

    The
      obligation of the Company hereunder to issue and sell the Units to Buyer at
      the
      Closing is subject to the satisfaction, at or before the Closing Date, of each
      of the following conditions, provided that these conditions are for the
      Company's sole benefit and may be waived by the Company at any time in its
      sole
      discretion by providing Buyer with prior written notice thereof:

     

    (i) Buyer
      shall have executed each of the Transaction Documents to which it is a party
      and
      delivered the same to the Company.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    (ii) The
      representations and warranties of Buyer shall be true and correct in all
      material respects (except for those representations and warranties that are
      qualified by materiality or Material Adverse Effect, which shall be true and
      correct in all respects) as of the date when made and as of the Closing Date
      as
      though made at that time (except for representations and warranties that speak
      as of a specific date, which shall be true and correct as of such specified
      date), and Buyer shall have performed, satisfied and complied in all material
      respects with the covenants, agreements and conditions required by this
      Agreement to be performed, satisfied or complied with by Buyer at or prior
      to
      the Closing Date.

     

    (iii) Each
      Buyer shall have delivered the full consideration payable by each Buyer
      hereunder as specified in Section 1 herein. 

     

    8. CONDITIONS
      TO BUYER'S OBLIGATION TO PURCHASE.

     

    The
      obligation of Buyer hereunder to purchase the Units at the Closing is subject
      to
      the satisfaction, at or before the Closing Date, of each of the following
      conditions, provided that these conditions are for Buyer's sole benefit and
      may
      be waived by Buyer at any time in its sole discretion by providing the Company
      with prior written notice thereof: 

     

    (i) The
      Company shall have duly executed and delivered to Buyer (i) each of the
      Transaction Documents, (ii) the Shares, and (iii) the Warrant being purchased
      by
      Buyer at the Closing pursuant to this Agreement.

     

    (ii) The
      Company shall have delivered to Buyer a certificate evidencing the formation
      and
      good standing of the Company and each of its Subsidiaries in such entity's
      jurisdiction of formation issued by the Secretary of State (or comparable
      office) of such jurisdiction, as of a date within 10 days of the Initial Closing
      Date. 

     

    (iii) The
      Company shall have delivered to Buyer a certificate evidencing the Company's
      qualification as a foreign corporation and good standing issued by the Secretary
      of State (or comparable office) of each jurisdiction in which the Company
      conducts business, as of a date within 10 days of the Initial Closing
      Date.

     

    (iv) The
      Company shall have delivered to Buyer a certified copy of the Certificate of
      Incorporation as certified by the Secretary of State of the State of Delaware
      within ten (10) days of the Initial Closing Date. 

     

    (v) The
      Company shall have delivered to Buyer a certificate, executed by the Secretary
      of the Company and dated as of the Initial Closing Date, as to (i) the
      resolutions consistent with Section 3(b) as adopted by the Company's Board
      of
      Directors in a form reasonably acceptable to Buyer, (ii) the Certificate of
      Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing,
      in
      the form attached hereto as Exhibit D.

     

    (vi) Other
      than as set forth in the applicable Supplement, the representations and
      warranties of the Company shall be true and correct in all material respects
      (except for those representations and warranties that are qualified by
      materiality or Material Adverse Effect, which shall be true and correct in
      all
      respects) as of the date when made and as of the Closing Date as though made
      at
      that time (except for representations and warranties that speak as of a specific
      date, which shall be true and correct as of such specified date) and the Company
      shall have performed, satisfied and complied in all material respects with
      the
      covenants, agreements and conditions required by the Transaction Documents
      to be
      performed, satisfied or complied with by the Company at or prior to the Closing
      Date. 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (vii) The
      Company shall have obtained all governmental, regulatory or third party consents
      and approvals, if any, necessary for the sale of the Securities.

     

    9. MISCELLANEOUS.

     

    (a) Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      New York. Each party hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in The City of New York, Borough of
      Manhattan, for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein, and
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, that such suit, action or proceeding is brought in an
      inconvenient forum or that the venue of such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY. 

     

    (b) Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party;
      provided that a facsimile signature shall be considered due execution and shall
      be binding upon the signatory thereto with the same force and effect as if
      the
      signature were an original, not a facsimile signature.

     

    (c) Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    (d) Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (e) Entire
      Agreement; Amendments.
      This
      Agreement and the other Transaction Documents supersede all other prior oral
      or
      written agreements between Buyer, the Company, their affiliates and Persons
      acting on their behalf with respect to this transaction and this Agreement,
      the
      other Transaction Documents and the instruments referenced herein and therein
      contain the entire understanding of the parties with respect to the matters
      covered herein and therein and, except as specifically set forth herein or
      therein, neither the Company nor Buyer makes any representation, warranty,
      covenant or undertaking with respect to such matters. No provision of this
      Agreement may be amended other than by an instrument in writing signed by the
      Company and the holders of at least a majority of the aggregate number of
      Securities issued and issuable hereunder, and any amendment to this Agreement
      made in conformity with the provisions of this section shall be binding on
      Buyer
      and holders of Securities as applicable. No provision hereof may be waived
      other
      than by an instrument in writing signed by the party against whom enforcement
      is
      sought. No such amendment shall be effective to the extent that it applies
      to
      less than all of the holders of the applicable Securities then outstanding.
      No
      consideration shall be offered or paid to any Person to amend or consent to
      a
      waiver or modification of any provision of any of the Transaction Documents
      unless the same consideration also is offered to all of the parties to the
      Transaction Documents, and the holders of the Warrants. The Company has not,
      directly or indirectly, made any agreements with Buyer relating to the terms
      or
      conditions of the transactions contemplated by the Transaction Documents except
      as set forth in the Transaction Documents. 

     

    (f) Notices.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with an overnight courier service,
      in
      each case properly addressed to the party to receive the same. The addresses
      and
      facsimile numbers for such communications shall be:

    


    If
      to
      Company:

     

    Bonds.com
      Holdings, Inc.

    1515
      S.
      Federal Highway

    Suite
      212A

    Boca
      Raton, FL 33432

    Attn:
      John Barry IV

    


    with
      a
      copy to:

    


    Rele
      & Becker LLC

    1375
      Broadway, Suite 1400

    New
      York,
      NY 10018 

    Attn:
      David Becker, Esq.

     

    If
      to a
      Buyer, to its address and facsimile number set forth on Schedule
      A
      attached
      hereto, with copies to such Buyer's representatives as set forth on Schedule
      A,
      or to such other address and/or facsimile number and/or to the attention of
      such
      other Person as the recipient party has specified by written notice given to
      each other party five (5) days prior to the effectiveness of such change.
      Written confirmation of receipt (A) given by the recipient of such notice,
      consent, waiver or other communication, (B) mechanically or electronically
      generated by the sender's facsimile machine containing the time, date, recipient
      facsimile number and an image of the first page of such transmission or (C)
      provided by a courier or overnight courier service shall be rebuttable evidence
      of personal service, receipt by facsimile or receipt from a nationally
      recognized overnight delivery service in accordance with clause (i), (ii) or
      (iii) above, respectively.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (g) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns, including any purchasers of Shares
      or
      Warrants. The Company shall not assign this Agreement or any rights or
      obligations hereunder without the prior written consent of the holders of at
      least a majority of the aggregate number of Registrable Securities issued and
      issuable hereunder, including by way of a Fundamental Transaction (unless the
      Company is in compliance with the applicable provisions governing Fundamental
      Transactions set forth in the Warrants). Buyer may assign some or all of its
      rights hereunder without the consent of the Company, in which event such
      assignee shall be deemed to be Buyer hereunder with respect to such assigned
      rights.

     

    (h) No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    (i) Survival.
      Unless
      this Agreement is terminated under Section 8, the representations and warranties
      of the Company and Buyer contained in Sections 2 and 3, and the agreements
      and
      covenants set forth in Sections 4, 5, 6 and 9(k) shall survive the Closing.
      

     

    (j) Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    (k) Indemnification.
      

     

    (i) In
      consideration of Buyer's execution and delivery of the Transaction Documents
      and
      acquiring the Securities thereunder and in addition to all of the Company's
      other obligations under the Transaction Documents, the Company shall defend,
      protect, indemnify and hold harmless Buyer and each other holder of the
      Securities and all of their stockholders, partners, members, officers,
      directors, employees and direct or indirect investors and any of the foregoing
      Persons' agents or other representatives (including, without limitation, those
      retained in connection with the transactions contemplated by this Agreement)
      (collectively, the "Indemnitees")
      from
      and against any and all actions, causes of action, suits, claims, losses, costs,
      penalties, fees, liabilities and damages, and expenses in connection therewith
      (irrespective of whether any such Indemnitee is a party to the action for which
      indemnification hereunder is sought), and including reasonable attorneys' fees
      and disbursements (the "Indemnified
      Liabilities"),
      incurred by any Indemnitee as a result of, or arising out of, or relating to
      any
      misrepresentation or breach of any representation, warranty, or covenant made
      by
      the Company in the Transaction Documents or any other certificate, instrument
      or
      document contemplated hereby or thereby. To the extent that the foregoing
      undertaking by the Company may be unenforceable for any reason, the Company
      shall make the maximum contribution to the payment and satisfaction of each
      of
      the Indemnified Liabilities that is permissible under applicable
      law.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (ii) In
      consideration of Company’s execution and delivery of the Transaction Documents,
      each of the Buyers shall, severally and not jointly, defend, protect, indemnify
      and hold harmless Company and all of its stockholders, partners, members,
      officers, directors, employees and direct or indirect investors and any of
      the
      foregoing Persons' agents or other representatives (including, without
      limitation, those retained in connection with the transactions contemplated
      by
      this Agreement) (collectively, the "Company
      Indemnitees")
      from
      and against any and all actions, causes of action, suits, claims, losses, costs,
      penalties, fees, liabilities and damages, and expenses in connection therewith
      (irrespective of whether any such Company Indemnitee is a party to the action
      for which indemnification hereunder is sought), and including reasonable
      attorneys' fees and disbursements (the "Company
      Indemnified Liabilities"),
      incurred by any Company Indemnitee as a result of, or arising out of, or
      relating to any misrepresentation or breach of any representation, warranty,
      or
      covenant made by the Buyers in the Transaction Documents or any other
      certificate, instrument or document contemplated hereby or thereby. To the
      extent that the foregoing undertaking by the Buyers may be unenforceable for
      any
      reason, the Buyers shall make the maximum contribution to the payment and
      satisfaction of each of the Company Indemnified Liabilities that is permissible
      under applicable law.

     

     Except
      as otherwise set forth herein, the mechanics and procedures with respect to
      the
      rights and obligations under this Section 9(k) shall be the same as those set
      forth in Section 6 of the Registration Rights Agreement.

     

    (l) No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    (m) Remedies.
      Buyer
      and each holder of the Securities shall have all rights and remedies set forth
      in the Transaction Documents and all rights and remedies which such holders
      have
      been granted at any time under any other agreement or contract and all of the
      rights which such holders have under any law. Any Person having any rights
      under
      any provision of this Agreement shall be entitled to enforce such rights
      specifically (without posting a bond or other security), to recover damages
      by
      reason of any breach of any provision of this Agreement and to exercise all
      other rights granted by law. Furthermore, the Company recognizes that in the
      event that it fails to perform, observe, or discharge any or all of its
      obligations under the Transaction Documents, any remedy at law may prove to
      be
      inadequate relief to Buyer. The Company therefore agrees that Buyer shall be
      entitled to seek temporary and permanent injunctive relief in any such case
      without the necessity of proving actual damages and without posting a bond
      or
      other security.

     

    (n) Rescission
      and
      Withdrawal Right.
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) the Transaction Documents, whenever Buyer exercises
      a
      right, election, demand or option under a Transaction Document and the Company
      does not timely perform its related obligations within the periods therein
      provided, then Buyer may rescind or withdraw, in its sole discretion from time
      to time upon written notice to the Company, any relevant notice, demand or
      election in whole or in part without prejudice to its future actions and
      rights.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (o) Agent
      for Service of Process The
      Corporation Trust Company is currently the Company’s agent for the receipt of
      service of process, located at Corporation Trust Center, 1209 Orange Street,
      Wilmington, Delaware in the County of New Castle. The Company agrees that any
      document may be effectively served in connection with any action, suit or
      proceeding in the United States by service on its agent. Buyer consents and
      agrees that the Company may, in its reasonable discretion, appoint a substitute
      agent for the receipt of service of process located within the Untied States
      with notice to the Secretary of State of Delaware, and that upon such
      appointment, the appointment of The Corporation Trust Company as agent may
      be
      revoked.

     

    (p) Currency.
      As used
      herein, "Dollar", "US Dollar" and "$" each mean the lawful money of the United
      States.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      Buyer
      and the Company have caused their respective signature page to this Investment
      Agreement to be duly executed as of the date first written above.

     

    
      	 	 	 
	 	
              COMPANY:
                
                BONDS.COM
                  HOLDINGS, INC.

              

            
	 
 	 
 	 
 
	 	By:  	/s/ John
              Barry IV
	 	
              

              Name:
                John Barry IV

            
	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      Buyer
      and the Company have caused their respective signature page to this Investment
      Agreement to be duly executed as of the date first written above.

     

    
      	 	 	 
	 	
              BUYER:

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	
              Title:
                

            


    

     

    
      
        
        

      

      
        -24-