Exhibit
      10.3

    


    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT
      (this
      "Agreement"),
      dated
      as of October 19, 2007, by and among Bonds.com Holdings, Inc., a Delaware
      corporation, and the undersigned buyers (each, a "Buyer",
      and
      collectively, the "Buyers").
      

    


    WHEREAS:

     

    A. In
      connection with the Investment Agreement by and between the Company and Buyer
      dated even date herewith (the "Investment
      Agreement"),
      the
      Company has agreed, upon the terms and subject to the conditions set forth
      in
      the Investment Agreement, to issue and sell to Buyer (i) shares (the
      "Common
      Shares")
      of the
      Company's common stock, par value $0.0001 per share (the "Common
      Stock"),
      and
      (ii) warrants (the "Warrants")
      which
      will be exercisable to purchase shares of Common Stock (as exercised,
      collectively the "Warrant
      Shares")
      in
      accordance with the terms of the Warrants.

     

    B. To
      induce
      the Buyers to execute and deliver the Investment Agreement, the Company has
      agreed to provide certain registration rights under the Securities Act of 1933,
      as amended, and the rules and regulations thereunder, or any similar successor
      statute (collectively, the "1933
      Act"),
      and
      applicable state securities laws following the date upon which the Company’s
      Common Stock is first publicly tradable.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and each of the Buyers hereby agree as
      follows:

     

    1. Definitions.
      

     

    Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Investment Agreement. As used in this Agreement,
      the
      following terms shall have the following meanings:

     

    a. “1933
      Act”
      means
      the Securities Act of 1933, as amended.

     

    b. “1934
      Act” means
      the
      Exchange Act of 1934, as amended.

     

    c. "Business
      Day"
      means
      any day other than Saturday, Sunday or any other day on which commercial banks
      in the City of New York are authorized or required by law to remain
      closed.

     

    d. “Buyer"
      means a
      Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights
      under this Agreement and who agrees to become bound by the provisions of this
      Agreement in accordance with Section 9 and any transferee or assignee thereof
      to
      whom a transferee or assignee assigns its rights under this Agreement and who
      agrees to become bound by the provisions of this Agreement in accordance with
      Section 9.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    e. "Closing
      Date"
      shall
      have the meaning set forth in the Investment Agreement.

     

    f. "Effective
      Date"
      means
      the date the Registration Statement is declared effective by the
      SEC.

     

    g. "Effectiveness
      Deadline"
      means
      the date that is 150 days after the date of the Initial Offering.

     

    h. “Initial
      Offering”
      means
      the date upon which the Company (or its successor) becomes a public reporting
      company under the Exchange Act of 1934, as amended.

     

    i. "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. 

     

    j. "register,"
      "registered,"
      and
      "registration"
      refer
      to a registration effected by preparing and filing one or more Registration
      Statements (as defined below) in compliance with the 1933 Act and pursuant
      to
      Rule 415 and the declaration or ordering of effectiveness of such Registration
      Statement(s) by the SEC.

     

    k. "Registrable
      Securities"
      means
      (i) the Common Shares, (ii) the Warrant Shares issued or issuable upon exercise
      of the Warrants, and (iii) any capital stock of the Company issued or issuable
      with respect to the Common Shares, the Warrant Shares, or the Warrants as a
      result of any stock split, stock dividend, recapitalization, exchange or similar
      event or otherwise, without regard to any limitations on exercise of the
      Warrants.

     

    l. "Registration
      Statement"
      means a
      registration statement or registration statements of the Company filed under
      the
      1933 Act covering the Registrable Securities.

     

    m. "Required
      Holders"
      means
      the holders of at least a majority of the Registrable Securities.

     

    n. "Required
      Registration Amount"
      means
      the sum of (i) the number of Common Shares issued and (ii) the number of Warrant
      Shares issued and issuable pursuant to the Warrants as of the trading day
      immediately preceding the applicable date of determination.

     

    o. "Rule
      415"
      means
      Rule 415 under the 1933 Act or any successor rule providing for offering
      securities on a continuous or delayed basis.

     

    p. "SEC"
      means
      the United States Securities and Exchange Commission.

     

    
      
        
        

      

      
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    2. Registration.

     

    a. Mandatory
      Registration; Additional Registrations.
      The
      Company agrees, as soon as practicable after date of the Initial Offering but
      no
      later than five (5) business days after such date (the “Filing Deadline”), to
      file with the SEC a Registration Statement under the Act covering the resale
      of
      all of the Registrable Securities. The Registration Statement prepared pursuant
      hereto shall register for resale at least the number of shares of Common Stock
      equal to the Required Registration Amount determined as of the date the
      Registration Statement is initially filed with the SEC. The Company shall use
      its best efforts to have the Registration Statement declared effective by the
      SEC as soon as practicable, but in no event later than the Effectiveness
      Deadline. By 9:30 am on the Business Day following the Effective
      Date,
      the
      Company shall file with the SEC in accordance with Rule 424 under the 1933
      Act,
      the final prospectus to be used in connection with sales pursuant to such
      Registration Statement. The
      Company and Buyer hereby acknowledge that in accordance with Rule 415, the
      Company may not be allowed to register all of the Registrable Securities in
      the
      Registration Statement. If this occurs, the Company, upon Buyer’s request, shall
      be required to file additional Registration Statements to include any of the
      Registrable Securities that were not registered in the Registration Statement,
      provided that such Registrable Securities can be registered at such time to
      comply with Rule 415. In addition, if any of the Registrable Securities have
      not
      been registered in the Registration Statement or additional Registration
      Statements, the Buyer shall be provided with notice of the filing of a
      Registration Statement ten (10) days prior to such filing and given the
      opportunity to request the inclusion of any Registrable Securities that have
      not
      previously been registered in a Registration Statement, provided that such
      Registrable Securities can be registered at such time to comply with Rule
      415.

     

    b. Allocation
      of Registrable Securities.
      The
      initial number of Registrable Securities included in any Registration Statement
      and any increase in the number of Registrable Securities included therein shall
      be allocated pro rata among the Buyers according to the total amount of
      securities entitled to be included therein owned by each Buyer or in such other
      proportions as shall mutually be agreed to by such Buyers. In the event that
      any
      Buyer sells or otherwise transfers any of the Registrable Securities, each
      transferee shall be allocated a pro rata portion of the then remaining number
      of
      Registrable Securities included in such Registration Statement for such
      transferor. In no event shall the Company include any securities other than
      Registrable Securities on any Registration Statement without the prior written
      consent of the Required Holders on the Closing Date.

     

    c. Legal
      Counsel.
      Subject
      to Section 5 hereof, the Required Holders shall have the right to select one
      legal counsel to review and oversee any registration pursuant to this Section
      2
      ("Legal
      Counsel"),
      as
      designated by the Required Holders. The Company and Legal Counsel shall
      reasonably cooperate with each other in performing the Company's obligations
      under this Agreement.

     

    d. Ineligibility
      for Form S-3.
      In the
      event that Form S-3 is not available for the registration of the resale of
      Registrable Securities hereunder, the Company shall (i) register the resale
      of
      the Registrable Securities on another appropriate form reasonably acceptable
      to
      the Required Holders and (ii) undertake to register the Registrable Securities
      on Form S-3 as soon as such form is available, provided that the Company shall
      maintain the effectiveness of the Registration Statement then in effect until
      such time as a Registration Statement on Form S-3 covering the Registrable
      Securities has been declared effective by the SEC.

     

    
      
        
        

      

      
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    e. Sufficient
      Number of Shares Registered.
      In the
      event the number of shares available under a Registration Statement filed
      pursuant to Section 2(a) is insufficient to cover all of the Registrable
      Securities required to be covered by such Registration Statement or any Buyer's
      allocated portion of the Registrable Securities pursuant to Section 2(b), the
      Company shall amend the applicable Registration Statement, or file a new
      Registration Statement (on the short form available therefor, if applicable),
      or
      both, so as to cover at least the Required Registration Amount as of the trading
      day immediately preceding the date of the filing of such amendment or new
      Registration Statement, in each case, as soon as practicable, but in any event
      not later than fifteen (15) days after the necessity therefor arises. The
      Company shall use its best efforts to cause such amendment and/or new
      Registration Statement to become effective as soon as practicable following
      the
      filing thereof. For purposes of the foregoing provision, the number of shares
      available under a Registration Statement shall be deemed "insufficient to cover
      all of the Registrable Securities" if at any time the number of shares of Common
      Stock available for resale under the Registration Statement is less than the
      product determined by multiplying (i) the Required Registration Amount as of
      such time by (ii) 0.90. The calculation set forth in the foregoing sentence
      shall be made without regard to any limitations on the exercise of the Warrants
      and such calculation shall assume that the Warrants are then exercisable for
      shares of Common Stock at the then prevailing Exercise Price (as defined in
      the
      Warrants).

     

    f. Effect
      of Failure to File and Obtain and Maintain Effectiveness of Registration
      Statement.
      If (i)
      a Registration Statement covering all of the Registrable Securities required
      to
      be covered thereby and required to be filed by the Company pursuant to this
      Agreement is (a) not filed on or before the Filing Deadline other than due
      to
      the determination by the underwriter not to file in its sole discretion based
      on
      adverse market conditions (“Filing
      Failure”),
      or
      (b) not declared effective by the SEC on or before the respective Effectiveness
      Deadline for any reason other than due to the determination by the underwriter
      not to make the registration statement effective in its sole discretion based
      on
      adverse market conditions (an "Effectiveness
      Failure")
      then,
      as partial relief for the damages to any holder by reason of any such delay
      in
      or reduction of its ability to sell the underlying shares of Common Stock (which
      remedy shall not be exclusive of any other remedies available at law or in
      equity), the Company shall pay to each holder of Registrable Securities relating
      to such Registration Statement an amount in cash equal to one percent (1.0%)
      of
      the aggregate Purchase Price (as such term is defined in the Investment
      Agreement) of such Buyer's Registrable Securities included in such Registration
      Statement on each Registration Delay Payment Date (as defined below) of the
      following dates: (i) the day of a Filing Failure and on every thirtieth day
      (pro
      rated for periods totaling less than thirty days) thereafter until such Filing
      Failure is cured and (ii) the day of an Effectiveness Failure and on every
      thirtieth day (pro rated for periods totaling less than thirty days) thereafter
      until such Effectiveness Failure is cured. If, on any day after the Effective
      Date, sales of all of the Registrable Securities required to be included on
      such
      Registration Statement that have not already been sold by Buyers pursuant to
      the
      Registration Statement cannot be made (other than during an Allowable Grace
      Period (as defined in Section 3(r)) pursuant to such Registration Statement
      or
      otherwise (including, without limitation, because of a failure to keep such
      Registration Statement effective, to disclose such information as is necessary
      for sales to be made pursuant to such Registration Statement, to register a
      sufficient number of shares of Common Stock or to maintain the listing of the
      shares of Common Stock) (a "Maintenance
      Failure")
      then,
      as partial relief for the damages to any holder by reason of any such delay
      in
      or reduction of its ability to sell the underlying shares of Common Stock (which
      remedy shall not be exclusive of any other remedies available at law or in
      equity), the Company shall pay to each Buyer of Registrable Securities who
      has
      not already sold all of its shares of Common Stock relating to such Registration
      Statement an amount in cash equal to one-half of one percent (.5%) of the
      aggregate Purchase Price (as such term is defined in the Investment Agreement)
      of such Buyer's Registrable Securities included in such Registration Statement
      that have not already been sold pursuant to the Registration Statement on the
      initial day of a Maintenance Failure and on every thirtieth day (pro rated
      for
      periods totaling less than thirty days) thereafter until such Maintenance
      Failure is cured. The payments to which a holder shall be entitled pursuant
      to
      this Section 2(f) are referred to herein as "Registration
      Delay Payments."
      In the
      event the Company fails to make Registration Delay Payments in a timely manner,
      such Registration Delay Payments shall bear interest at the rate of one and
      one-half percent (1.5%) per month (prorated for partial months) until paid
      in
      full. Notwithstanding anything herein or in the Investment Agreement to the
      contrary in no event shall the aggregate amount of Registration Delay Payments
      exceed, in the aggregate, ten percent (10%) of the aggregate Purchase
      Price.

     

    
      
        
        

      

      
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    3. Related
      Obligations.

     

    At
      such
      time as the Company is obligated to file a Registration Statement with the
      SEC
      pursuant to Section 2, the Company will use its best efforts to effect the
      registration of the Registrable Securities in accordance with the intended
      method of disposition thereof and, pursuant thereto, the Company shall have
      the
      following obligations:

     

    a. The
      Company shall submit to the SEC, within two (2) Business Days after the Company
      learns that no review of a particular Registration Statement will be made by
      the
      staff of the SEC or that the staff has no further comments on a particular
      Registration Statement, as the case may be, a request for acceleration of
      effectiveness of such Registration Statement to a time and date not later than
      48 hours after the submission of such request. The Company shall keep each
      Registration Statement effective pursuant to Rule 415 at all times until the
      earlier of (i) the date as of which the Buyer may sell all of the Registrable
      Securities covered by such Registration Statement without restriction pursuant
      to Rule 144(k) (or any successor thereto) promulgated under the 1933 Act and
      is
      not otherwise prohibited by the SEC or any statute, rule, regulation or other
      applicable law from selling any such Registrable Securities pursuant to such
      Rule or (ii) the date on which the Buyer shall have sold all of the Registrable
      Securities covered by such Registration Statement (the "Registration
      Period").
      The
      Company shall use its best efforts to ensure that each Registration Statement
      (including any amendments or supplements thereto and prospectuses contained
      therein) shall not contain any untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein, or necessary to make the
      statements therein (in the case of prospectuses, in the light of the
      circumstances in which they were made) not misleading.

     

    b. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by such Registration Statement until such time as all of such
      Registrable Securities shall have been disposed of in accordance with the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      such Registration Statement. In the case of amendments and supplements to a
      Registration Statement which are required to be filed pursuant to this Agreement
      (including pursuant to this Section 3(b)) by reason of the Company filing a
      report on Form 10-QSB, Form 10-KSB or any analogous report under the Securities
      Exchange Act of 1934, as amended (the "1934
      Act"),
      the
      Company shall have incorporated such report by reference into such Registration
      Statement, if applicable, or shall file such amendments or supplements with
      the
      SEC on the same day on which the 1934 Act report is filed which created the
      requirement for the Company to amend or supplement such Registration
      Statement.

     

    
      
        
        

      

      
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    c. The
      Company shall (A) permit Legal Counsel to review and comment upon (i) a
      Registration Statement at least five (5) Business Days prior to its filing
      with
      the SEC and (ii) all amendments and supplements to all Registration Statements
      (except for Annual Reports on Form 10-KSB, and Reports on Form 10-QSB and any
      similar or successor reports) within a reasonable number of days prior to their
      filing with the SEC, and (B) not file any Registration Statement or amendment
      or
      supplement thereto in a form to which Legal Counsel reasonably objects. The
      Company shall not submit a request for acceleration of the effectiveness of
      a
      Registration Statement or any amendment or supplement thereto without the prior
      approval of Legal Counsel, which consent shall not be unreasonably withheld.
      The
      Company shall furnish to Legal Counsel, without charge, (i) copies of any
      correspondence from the SEC or the staff of the SEC to the Company or its
      representatives relating to any Registration Statement, (ii) promptly after
      the
      same is prepared and filed with the SEC, one copy of any Registration Statement
      and any amendment(s) thereto, including financial statements and schedules,
      all
      documents incorporated therein by reference, if requested by the Buyer, and
      all
      exhibits and (iii) upon the effectiveness of any Registration Statement, one
      copy of the prospectus included in such Registration Statement and all
      amendments and supplements thereto. The Company shall reasonably cooperate
      with
      Legal Counsel in performing the Company's obligations pursuant to this Section
      3.

     

    d. The
      Company shall furnish to the Buyer, without charge, (i) promptly after the
      same
      is prepared and filed with the SEC, at least one copy of such Registration
      Statement and any amendment(s) thereto, including financial statements and
      schedules, all documents incorporated therein by reference, if requested by
      the
      Buyer, all exhibits and each preliminary prospectus, (ii) upon the effectiveness
      of any Registration Statement, ten (10) copies of the prospectus included in
      such Registration Statement and all amendments and supplements thereto (or
      such
      other number of copies as the Buyer may reasonably request) and (iii) such
      other
      documents, including copies of any preliminary or final prospectus, as the
      Buyer
      may reasonably request from time to time in order to facilitate the disposition
      of the Registrable Securities owned by the Buyer.

     

    e. The
      Company shall use its best efforts to (i) register and qualify, unless an
      exemption from registration and qualification applies, the resale by Buyer
      of
      the Registrable Securities covered by a Registration Statement under such other
      securities or "blue sky" laws of all applicable jurisdictions in the United
      States, (ii) prepare and file in those jurisdictions, such amendments (including
      post-effective amendments) and supplements to such registrations and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such jurisdictions;
      provided, however, that the Company shall not be required in connection
      therewith or as a condition thereto to (x) qualify to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
      or (z) file a general consent to service of process in any such jurisdiction.
      The Company shall promptly notify Legal Counsel and Buyer of the receipt by
      the
      Company of any notification with respect to the suspension of the registration
      or qualification of any of the Registrable Securities for sale under the
      securities or "blue sky" laws of any jurisdiction in the United States or its
      receipt of actual notice of the initiation or threatening of any proceeding
      for
      such purpose.

     

    
      
        
        

      

      
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    f. The
      Company shall notify Legal Counsel and Buyer in writing of the happening of
      any
      event, as promptly as practicable after becoming aware of such event, as a
      result of which the prospectus included in a Registration Statement, as then
      in
      effect, includes an untrue statement of a material fact or omission to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading (provided that in no event shall such notice contain any material,
      nonpublic information), and, subject to Section 3(r), promptly prepare a
      supplement or amendment to such Registration Statement to correct such untrue
      statement or omission, and deliver ten (10) copies of such supplement or
      amendment to Legal Counsel and Buyer (or such other number of copies as Legal
      Counsel or Buyer may reasonably request). The Company shall also promptly notify
      Legal Counsel and Buyer in writing (i) when a prospectus or any prospectus
      supplement or post-effective amendment has been filed, and when a Registration
      Statement or any post-effective amendment has become effective (notification
      of
      such effectiveness shall be delivered to Legal Counsel and Buyer by facsimile
      on
      the same day of such effectiveness and by overnight mail), (ii) of any request
      by the SEC for amendments or supplements to a Registration Statement or related
      prospectus or related information, and (iii) of the Company's reasonable
      determination that a post-effective amendment to a Registration Statement would
      be appropriate.

     

    g. The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of the Registrable Securities for sale in any
      jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify Legal Counsel and Buyer of the issuance of such order and the resolution
      thereof or its receipt of actual notice of the initiation or threat of any
      proceeding for such purpose.

     

    h. If
      the
      Buyer is required under applicable securities laws to be described in the
      Registration Statement as an underwriter, at the reasonable request of the
      Buyer, the Company shall furnish to Buyer, on the date of the effectiveness
      of
      the Registration Statement and thereafter from time to time on such dates as
      the
      Buyer may reasonably request (i) a letter, dated such date, from the Company's
      independent certified public accountants in form and substance as is customarily
      given by independent certified public accountants to underwriters in an
      underwritten public offering, addressed to the Buyer, and (ii) an opinion,
      dated
      as of such date, of counsel representing the Company for purposes of such
      Registration Statement, in form, scope and substance as is customarily given
      in
      an underwritten public offering, addressed to the Buyer.

     

    
      
        
        

      

      
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    i. If
      the
      Buyer is required under applicable securities laws to be described in the
      Registration Statement as an underwriter, then at the request of the Buyer
      in
      connection with such Buyer’s due diligence requirements, the Company shall make
      available for inspection by (i) the Buyer, (ii) Legal Counsel and (iii) one
      firm
      of accountants or other agents retained by the Buyer (collectively, the
      "Inspectors"),
      all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company (collectively, the "Records"),
      as
      shall be reasonably deemed necessary by each Inspector, and cause the Company's
      officers, directors and employees to supply all information which any Inspector
      may reasonably request; provided, however, that each Inspector shall agree
      to
      hold in strict confidence and shall not make any disclosure (except to the
      Buyer) or use of any Record or other information which the Company determines
      in
      good faith to be confidential, and of which determination the Inspectors are
      so
      notified, unless (a) the disclosure of such Records is necessary to avoid or
      correct a misstatement or omission in any Registration Statement or is otherwise
      required under the 1933 Act, (b) the release of such Records is ordered pursuant
      to a final, non-appealable subpoena or order from a court or government body
      of
      competent jurisdiction, or (c) the information in such Records has been made
      generally available to the public other than by disclosure in violation of
      this
      or any other agreement of which the Inspector has knowledge. The Buyer agrees
      that it shall, upon learning that disclosure of such Records is sought in or
      by
      a court or governmental body of competent jurisdiction or through other means,
      give prompt notice to the Company and allow the Company, at its expense, to
      undertake appropriate action to prevent disclosure of, or to obtain a protective
      order for, the Records deemed confidential. Nothing herein (or in any other
      confidentiality agreement between the Company and the Buyer) shall be deemed
      to
      limit the Buyer’s ability to sell Registrable Securities in a manner which is
      otherwise consistent with applicable laws and regulations.

     

    j. The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Buyer provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement. The Company agrees that it shall, upon learning that disclosure
      of
      such information concerning the Buyer is sought in or by a court or governmental
      body of competent jurisdiction or through other means, give prompt written
      notice to the Buyer and allow such Buyer, at the Buyer's expense, to undertake
      appropriate action to prevent disclosure of, or to obtain a protective order
      for, such information.

     

    
      
        
        

      

      
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    k. The
      Company shall use its best efforts either to (i) cause all of the Registrable
      Securities covered by a Registration Statement to be listed on each securities
      exchange on which securities of the same class or series issued by the Company
      are then listed, if any, if the listing of such Registrable Securities is then
      permitted under the rules of such exchange, or (ii) secure designation and
      quotation of all of the Registrable Securities covered by a Registration
      Statement on The NASDAQ Global Market or (iii) if, despite the Company's best
      efforts to satisfy, the preceding clauses (i) and (ii) the Company is
      unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the
      inclusion for quotation on The NASDAQ Global Market or the American Stock
      Exchange for such Registrable Securities and, without limiting the generality
      of
      the foregoing, to use its best efforts to arrange for at least two market makers
      to register with the National Association of Securities Dealers, Inc.
      ("NASD")
      as
      such with respect to such Registrable Securities. The Company shall pay all
      fees
      and expenses in connection with satisfying its obligation under this Section
      3(k).

     

    l. The
      Company shall cooperate with the Buyer and, to the extent applicable, facilitate
      the timely preparation and delivery of certificates (not bearing any restrictive
      legend) representing the Registrable Securities to be offered pursuant to a
      Registration Statement and enable such certificates to be in such denominations
      or amounts, as the case may be, as the Buyers may reasonably request and
      registered in such names as the Buyers may request.

     

    m. If
      requested by the Buyer, the Company shall (i) as soon as practicable incorporate
      in a prospectus supplement or post-effective amendment such information as
      the
      Buyer reasonably requests to be included therein relating to the sale and
      distribution of Registrable Securities, including, without limitation,
      information with respect to the number of Registrable Securities being offered
      or sold, the purchase price being paid therefor and any other terms of the
      offering of the Registrable Securities to be sold in such offering; (ii) as
      soon
      as practicable make all required filings of such prospectus supplement or
      post-effective amendment after being notified of the matters to be incorporated
      in such prospectus supplement or post-effective amendment; and (iii) as soon
      as
      practicable, supplement or make amendments to any Registration Statement if
      reasonably requested by an Buyer holding any Registrable
      Securities.

     

    n. The
      Company shall use its best efforts to cause the Registrable Securities covered
      by a Registration Statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to consummate the
      disposition of such Registrable Securities.

     

    o. The
      Company shall make generally available to its security holders as soon as
      practical, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with, and in the
      manner provided by, the provisions of Rule 158 under the 1933 Act) covering
      a
      twelve-month period beginning not later than the first day of the Company's
      fiscal quarter next following the effective date of a Registration
      Statement.

     

    p. The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the SEC in connection with any registration
      hereunder.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    q. Within
      two (2) Business Days after a Registration Statement which covers Registrable
      Securities is ordered effective by the SEC, the Company shall deliver, and
      shall
      cause legal counsel for the Company to deliver, to the transfer agent for such
      Registrable Securities (with copies to the Buyers whose Registrable Securities
      are included in such Registration Statement) confirmation that such Registration
      Statement has been declared effective by the SEC in the form attached hereto
      as
Exhibit
      A.

     

    r. Notwithstanding
      anything to the contrary herein, at any time after the Effective Date, the
      Company may delay the disclosure of material, non-public information concerning
      the Company the disclosure of which at the time is not, in the good faith
      opinion of the Board of Directors of the Company and its counsel, in the best
      interest of the Company and, in the opinion of counsel to the Company, otherwise
      required (a "Grace
      Period");
      provided, that the Company shall promptly (i) notify the Buyer in writing of
      the
      existence of material, non-public information giving rise to a Grace Period
      (provided that in each notice the Company will not disclose the content of
      such
      material, non-public information to the Buyer) and the date on which the Grace
      Period will begin, and (ii) notify the Buyer in writing of the date on which
      the
      Grace Period ends; and, provided further, that no Grace Period shall exceed
      sixty (60) consecutive days and during any three hundred sixty five (365) day
      period such Grace Periods shall not exceed an aggregate of one hundred twenty
      (120) days and the first day of any Grace Period must be at least two (2)
      trading days after the last day of any prior Grace Period (each, an
      "Allowable
      Grace Period").
      For
      purposes of determining the length of a Grace Period above, the Grace Period
      shall begin on and include the date the Buyer receives the notice referred
      to in
      clause (i) and shall end on and include the later of the date the Buyer receives
      the notice referred to in clause (ii) and the date referred to in such notice.
      The provisions of Section 3(g) hereof shall not be applicable during the period
      of any Allowable Grace Period. Upon expiration of the Grace Period, the Company
      shall again be bound by the first sentence of Section 3(f) with respect to
      the
      information giving rise thereto unless such material, non-public information
      is
      no longer applicable. Notwithstanding anything to the contrary, the Company
      shall cause its transfer agent to deliver unlegended shares of Common Stock
      to a
      transferee of the Buyer in accordance with the terms of the Investment Agreement
      in connection with any sale of Registrable Securities with respect to which
      the
      Buyer has entered into a contract for sale, and delivered a copy of the
      prospectus included as part of the applicable Registration Statement (unless
      an
      exemption from such prospectus delivery requirements exists), prior to the
      Buyer's receipt of the notice of a Grace Period and for which the Buyer has
      not
      yet settled. 

     

    4. Obligations
      of the Buyer.

     

    a. At
      least
      five (5) Business Days prior to the first anticipated filing date of a
      Registration Statement, the Company shall notify the Buyer in writing of the
      information the Company requires from such Buyer if such Buyer elects to have
      any of such Buyer's Registrable Securities included in such Registration
      Statement. It shall be a condition precedent to the obligations of the Company
      to complete the registration pursuant to this Agreement with respect to the
      Registrable Securities of the Buyer that such Buyer shall furnish to the Company
      such information regarding itself, the Registrable Securities held by it and
      the
      intended method of disposition of the Registrable Securities held by it as
      shall
      be reasonably required to effect the effectiveness of the registration of such
      Registrable Securities and shall execute such documents in connection with
      such
      registration as the Company may reasonably request. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    b. The
      Buyer, by such Buyer's acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of any Registration Statement hereunder, unless
      such Buyer has notified the Company in writing of such Buyer's election to
      exclude all of such Buyer's Registrable Securities from such Registration
      Statement.

     

    c. The
      Buyer
      agrees that, upon receipt of any notice from the Company of the happening of
      any
      event of the kind described in Section 3(g) or the first sentence of 3(f),
      such
      Buyer will immediately discontinue disposition of Registrable Securities
      pursuant to any Registration Statement(s) covering such Registrable Securities
      until such Buyer's receipt of the copies of the supplemented or amended
      prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt
      of notice that no supplement or amendment is required. Notwithstanding anything
      to the contrary, the Company shall cause its transfer agent to deliver
      unlegended shares of Common Stock to a transferee of the Buyer in accordance
      with the terms of the Investment Agreement in connection with any sale of
      Registrable Securities with respect to which the Buyer has entered into a
      contract for sale prior to the Buyer's receipt of a notice from the Company
      of
      the happening of any event of the kind described in Section 3(g) or the first
      sentence of 3(f) and for which the Buyer has not yet settled.

     

    d. The
      Buyer
      covenants and agrees that it will comply with the prospectus delivery
      requirements of the 1933 Act as applicable to it or an exemption therefrom
      in
      connection with sales of Registrable
      Securities pursuant to the Registration Statement.

     

    5. Expenses
      of Registration.

     

    All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and
      qualifications fees, printers and accounting fees, and fees and disbursements
      of
      counsel for the Company and one counsel for the Buyers (such fees and
      disbursements of counsel for the Buyers shall not exceed $20,000) shall be
      paid
      by the Company. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    6. Indemnification.

     

    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

     

    a. To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend each Buyer, the directors, officers, managers, members,
      partners, employees, agents, representatives of, and each Person, if any, who
      controls the Buyer within the meaning of the 1933 Act or the 1934 Act (each,
      an
      "Indemnified
      Person"),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys' fees, amounts paid in settlement or
      expenses, joint or several, (collectively, "Claims")
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto ("Indemnified
      Damages"),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in a Registration Statement or any post-effective amendment
      thereto or in any filing made in connection with the qualification of the
      offering under the securities or other "blue sky" laws of any jurisdiction
      in
      which Registrable Securities are offered ("Blue
      Sky Filing"),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, (ii) any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the SEC)
      or
      the omission or alleged omission to state therein any material fact necessary
      to
      make the statements made therein, in the light of the circumstances under which
      the statements therein were made, not misleading, (iii) any violation or alleged
      violation by the Company of the 1933 Act, the 1934 Act, any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement or (iv) any violation of this
      Agreement (the matters in the foregoing clauses (i) through (iv) being,
      collectively, "Violations").
      Subject to Section 6(c), the Company shall reimburse the Indemnified Persons,
      promptly as such expenses are incurred and are due and payable, for any legal
      fees or other reasonable expenses incurred by them in connection with
      investigating or defending any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a): shall not apply to a Claim (a) arising out of or based upon a
      Violation which occurs in reliance upon and in conformity with information
      furnished in writing to the Company by any Buyer expressly for use in connection
      with the preparation of the Registration Statement or any such amendment thereof
      or supplement thereto or the omission or alleged omission in such written
      information to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading, if such prospectus was timely
      made available by the Company pursuant to Section 3(d); (b) to the extent such
      Claim is based on a failure of the Buyer to deliver or to cause to be delivered
      the prospectus made available by the Company, including a corrected prospectus,
      if such prospectus or corrected prospectus was timely made available by the
      Company pursuant to Section 3(d); (c) in which amounts are paid in settlement
      of
      any Claim and such settlement is effected without the prior written consent
      of
      the Company, which consent shall not be unreasonably withheld or delayed; (d)
      in
      which a Buyer fails to cease all offers and sales of Registrable Securities
      in
      accordance with Section 4(c) herein; and (e) arising out of or based upon a
      breach by any Buyer of such Buyer’s obligations set forth herein. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of the Indemnified Person and shall survive the transfer of the
      Registrable Securities by the Buyers pursuant to Section 9.

     

    b. In
      connection with any Registration Statement in which the Buyer is participating,
      such Buyer agrees to severally and not jointly indemnify, hold harmless and
      defend, to the same extent and in the same manner as is set forth in Section
      6(a), the Company, each of its directors, each of its officers who signs the
      Registration Statement and each Person, if any, who controls the Company within
      the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified
      Party"),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
      or
      Indemnified Damages arise out of or are based upon any Violation, in each case
      to the extent, and only to the extent, that such Violation occurs in reliance
      upon and in conformity with written information furnished to the Company by
      such
      Buyer expressly for use in connection with such Registration Statement; and,
      subject to Section 6(c), such Buyer will reimburse any legal or other expenses
      reasonably incurred by an Indemnified Party in connection with investigating
      or
      defending any such Claim; provided, however, that the indemnity agreement
      contained in this Section 6(b) and the agreement with respect to contribution
      contained in Section 7 shall not apply to amounts paid in settlement of any
      Claim if such settlement is effected without the prior written consent of such
      Buyer, which consent shall not be unreasonably withheld or delayed. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of such Indemnified Party and shall survive the transfer
      of
      the Registrable Securities by the Buyers pursuant to Section 9.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    c. Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses of
      not
      more than one counsel for such Indemnified Person or Indemnified Party to be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding. In the case of an Indemnified Person, legal counsel
      referred to in the immediately preceding sentence shall be selected by the
      Buyer. The Indemnified Party or Indemnified Person shall cooperate fully with
      the indemnifying party in connection with any negotiation or defense of any
      such
      action or Claim by the indemnifying party and shall furnish to the indemnifying
      party all information reasonably available to the Indemnified Party or
      Indemnified Person which relates to such action or Claim. The indemnifying
      party
      shall keep the Indemnified Party or Indemnified Person reasonably apprised
      at
      all times as to the status of the defense or any settlement negotiations with
      respect thereto. No indemnifying party shall be liable for any settlement of
      any
      action, claim or proceeding effected without its prior written consent,
      provided, however, that the indemnifying party shall not unreasonably withhold,
      delay or condition its consent. No indemnifying party shall, without the prior
      written consent of the Indemnified Party or Indemnified Person, consent to
      entry
      of any judgment or enter into any settlement or other compromise which does
      not
      include as an unconditional term thereof the giving by the claimant or plaintiff
      to such Indemnified Party or Indemnified Person of a release from all liability
      in respect to such Claim or litigation, and such settlement shall not include
      any admission as to fault on the part of the Indemnified Party. Following
      indemnification as provided for hereunder, the indemnifying party shall be
      subrogated to all rights of the Indemnified Party or Indemnified Person with
      respect to all third parties, firms or corporations relating to the matter
      for
      which indemnification has been made. The failure to deliver written notice
      to
      the indemnifying party within a reasonable time of the commencement of any
      such
      action shall not relieve such indemnifying party of any liability to the
      Indemnified Person or Indemnified Party under this Section 6, except to the
      extent that the indemnifying party is prejudiced in its ability to defend such
      action.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    d. The
      indemnification required by this Section 6 shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills are received or Indemnified Damages are incurred.

     

    e. The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the Indemnified Party or Indemnified Person against
      the indemnifying party or others, and (ii) any liabilities the indemnifying
      party may be subject to pursuant to the law.

     

    7. Contribution.

     

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that: (i) no Person involved
      in the sale of Registrable Securities which Person is guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in
      connection with such sale shall be entitled to contribution from any Person
      involved in such sale of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (ii) contribution by any seller of Registrable Securities
      shall be limited in amount to the net amount of proceeds received by such seller
      from the sale of such Registrable Securities pursuant to such Registration
      Statement.

     

    8. Reports
      Under the 1934 Act.
      

     

    With
      a
      view to making available to the Buyer the benefits of Rule 144 promulgated
      under
      the 1933 Act or any other similar rule or regulation of the SEC that may at
      any
      time permit the Buyers to sell securities of the Company to the public without
      registration ("Rule
      144"),
      the
      Company agrees to:

     

    a. make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    b. file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements and the filing of such reports and other documents
      is required for the applicable provisions of Rule 144; and

     

    c. furnish
      to the Buyer so long as such Buyer owns Registrable Securities, promptly upon
      request, (i) a written statement by the Company, if true, that it has complied
      with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act,
      (ii)
      a copy of the most recent annual or quarterly report of the Company and such
      other reports and documents so filed by the Company, and (iii) such other
      information as may be reasonably requested to permit the Buyers to sell such
      securities pursuant to Rule 144 without registration.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    9. Assignment
      of Registration Rights.
      

     

    The
      rights under this Agreement shall be automatically assignable by the Buyer
      to
      any transferee of all or any portion of such Buyer's Registrable Securities
      if:
      (i) the Buyer agrees in writing with the transferee or assignee to assign such
      rights, and a copy of such agreement is furnished to the Company within a
      reasonable time after such assignment; (ii) the Company is, contemporaneous
      with
      such transfer or assignment, furnished with written notice of (a) the name
      and
      address of such transferee or assignee, and (b) the securities with respect
      to
      which such registration rights are being transferred or assigned; (iii)
      immediately following such transfer or assignment the further disposition of
      such securities by the transferee or assignee is restricted under the 1933
      Act
      and applicable state securities laws; (iv) at or before the time the Company
      receives the written notice contemplated by clause (ii) of this sentence the
      transferee or assignee agrees in writing with the Company to be bound by all
      of
      the provisions contained herein; and (v) such transfer shall have been made
      in
      accordance with the applicable requirements of the Investment
      Agreement.

     

    10. Amendment
      of Registration Rights.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the Required
      Holders. Any amendment or waiver effected in accordance with this Section 10
      shall be binding upon each Buyer and the Company. No such amendment shall be
      effective to the extent that it applies to less than all of the holders of
      the
      Registrable Securities. 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
      this
      Agreement unless the same consideration also is offered to all of the parties
      to
      this Agreement.

     

    11. Miscellaneous.

     

    a. A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. 

     

    b. 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),
      so long as such facsimile is followed by mail delivery of the same information
      contained in such facsimile, or (iii) one Business Day after deposit with a
      nationally recognized overnight delivery service, in each case properly
      addressed to the party to receive the same. The addresses for such
      communications shall be:

     

    If
      to
      Company: 

    


    Bonds.com
      Holdings, Inc.

    1515
      S.
      Federal Highway

    Boca
      Raton, FL 33432 

    Attn:
      John Barry IV

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    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 the Schedule of Buyers
      attached hereto, with copies to such Buyer's representatives as set forth on
      the
      Schedule of Buyers, 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, or (B)
      provided by a courier or overnight courier service shall be rebuttable evidence
      of personal service, or receipt from a nationally recognized overnight delivery
      service in accordance with clause (A) or (B) above, respectively.

     

    c. Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    d. 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.
      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. 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    e. This
      Agreement, the other Transaction Documents (as defined in the Investment
      Agreement) and the instruments referenced herein and therein constitute the
      entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and therein.
      This
      Agreement, the other Transaction Documents and the instruments referenced herein
      and therein supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

     

    f. Subject
      to the requirements of Section 9, this Agreement shall inure to the benefit
      of
      and be binding upon the permitted successors and assigns of each of the parties
      hereto.

     

    g. The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    h. This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

     

    i. 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.

     

    j. All
      consents and other determinations required to be made by the Buyer pursuant
      to
      this Agreement shall be made, unless otherwise specified in this Agreement,
      by
      the Required Holders.

     

    k. 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. 

     

    l. 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.

     

    m. 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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

    Remainder
      of Page Intentionally Left Blank.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Buyer and the Company have caused their respective signature page to this
      Registration Rights 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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
      	 	 	 
	 	
              BUYER:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title: 


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    [Name
      of
      Transfer Agent]

     

    Attention:
      

    


    Re: Bonds.com
      Holdings, Inc.

     

    Ladies
      and Gentlemen:

     

    [We
      are][I am] counsel to Bonds.com Holdings, Inc., a Delaware corporation (the
      "Company"),
      and
      have represented the Company in connection with that certain Investment
      Agreement (the "Investment
      Agreement")
      entered into by and among the Company and the Buyers named therein (the
      "Holders")
      pursuant to which the Company issued to the Holders shares of the Company's
      common stock, par value $0.0001 per share (the "Common
      Stock")
      and
      warrants exercisable for shares of Common Stock (the "Warrants").
      Pursuant to the Investment Agreement, the Company also has entered into a
      Registration Rights Agreement with the Holders (the "Registration
      Rights Agreement")
      pursuant to which the Company agreed, among other things, to register the
      Registrable Securities (as defined in the Registration Rights Agreement),
      including the shares of Common Stock issuable upon exercise of the Warrants,
      under the Securities Act of 1933, as amended (the "1933
      Act").
      In
      connection with the Company's obligations under the Registration Rights
      Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
      on Form ___ (File No. 333-_____________) (the "Registration
      Statement")
      with
      the Securities and Exchange Commission (the "SEC")
      relating to the Registrable Securities which names the Holder as a selling
      stockholder thereunder.

     

    In
      connection with the foregoing, [we][I] advise you that a member of the SEC's
      staff has advised [us][me] by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at
[ENTER
      TIME OF EFFECTIVENESS]
      on
[ENTER
      DATE OF EFFECTIVENESS]
      and
      [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's
      staff, that any stop order suspending its effectiveness has been issued or
      that
      any proceedings for that purpose are pending before, or threatened by, the
      SEC
      and the Registrable Securities are available for resale under the 1933 Act
      pursuant to the Registration Statement.

     

    This
      letter shall serve as our standing instruction to you that the shares of Common
      Stock are freely transferable by the Holders pursuant to the Registration
      Statement. You need not require further letters from us to effect any future
      legend-free issuance or reissuance of shares of Common Stock to the Holders
      as
      contemplated by the Company's Irrevocable Transfer Agent Instructions dated
      ________ __, 2007. 

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 	 
	 	[ISSUER'S
              COUNSEL]
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
 
	 	 
	CC: [LIST
              NAMES OF HOLDERS]	
            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    


    SELLING
      STOCKHOLDERS

     

    The
      shares of common stock being offered by the selling stockholders are those
      previously issued to the Selling Stockholders and those issuable to the Selling
      Stockholders upon exercise of the warrants. For additional information regarding
      the issuances of common stock and the warrants, see "Private Placement of Common
      Shares and Warrants" above. We are registering the shares of common stock in
      order to permit the selling stockholders to offer the shares for resale from
      time to time. Except for the ownership of the shares of common stock and the
      warrants, the selling stockholders have not had any material relationship with
      us within the past three years.

     

    The
      table
      below lists the selling stockholders and other information regarding the
      beneficial ownership of the shares of common stock by each of the selling
      stockholders. The second column lists the number of shares of common stock
      beneficially owned by each selling shareholder, based on its ownership of the
      shares of common stock and the warrants, as of __________ __, 2007, assuming
      exercise of the warrants held by the selling stockholders on that date, without
      regard to any limitations on exercise.

     

    The
      third
      column lists the shares of common stock being offered by this prospectus by
      the
      selling stockholders.

     

    In
      accordance with the terms of registration rights agreements with the holders
      of
      the shares of common stock and the warrants, this prospectus generally covers
      the resale of at least the sum of (i) the number of shares of common stock
      issued and (ii) the number of shares of common stock issued and issuable upon
      exercise of the related warrants, determined as if the outstanding warrants
      were
      exercised, as applicable, in full, as of the trading day immediately preceding
      the date this registration statement was initially filed with the SEC. The
      fourth column assumes the sale of all of the shares offered by the selling
      stockholders pursuant to this prospectus.

     

    Under
      the
      terms of the warrants, a selling stockholder may not exercise the warrants,
      to
      the extent such exercise would cause such selling stockholder, together with
      its
      affiliates, to beneficially own a number of shares of common stock which would
      exceed 4.99% of our then outstanding shares of common stock following such
      exercise, excluding for purposes of such determination shares of common stock
      issuable upon exercise of the warrants which have not been exercised. The number
      of shares in the second column does not reflect this limitation. The selling
      stockholders may sell all, some or none of their shares in this offering. See
      "Plan of Distribution."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

               

              Name
                of Selling Stockholder

            	 	
              Number
                of Shares of Common Stock Owned Prior to Offering

            	 	
              Maximum
                Number of Shares of Common Stock to be Sold Pursuant to this
                Prospectus

            	 	
              Number
                of Shares of Common Stock Owned After Offering

            	 
	
              [Buyer]

            	 	 	 	 	 	 	 	 	
              0

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PLAN
      OF DISTRIBUTION

     

    We
      are
      registering the shares of common stock previously issued and the shares of
      common stock issuable upon exercise of the warrants to permit the resale of
      these shares of common stock by the holders of the common stock and warrants
      from time to time after the date of this prospectus. We will not receive any
      of
      the proceeds from the sale by the selling stockholders of the shares of common
      stock. We will bear all fees and expenses incident to our obligation to register
      the shares of common stock.

     

    The
      selling stockholders may sell all or a portion of the shares of common stock
      beneficially owned by them and offered hereby from time to time directly or
      through one or more underwriters, broker-dealers or agents. If the shares of
      common stock are sold through underwriters or broker-dealers, the selling
      stockholders will be responsible for underwriting discounts or commissions
      or
      agent's commissions. The shares of common stock may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of the
      sale, at varying prices determined at the time of sale, or at negotiated prices.
      These sales may be effected in transactions, which may involve crosses or block
      transactions, on any national securities exchange or quotation service on which
      the securities may be listed or quoted at the time of sale; in the
      over-the-counter market; in transactions otherwise than on these exchanges
      or
      systems or in the over-the-counter market; through the writing of options,
      whether such options are listed on an options exchange or otherwise;
ordinary
      brokerage transactions and transactions in which the broker-dealer solicits
      purchasers; block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but
      may position and resell a portion of the block as principal to facilitate the
      transaction; purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account; an
      exchange distribution in accordance with the rules of the applicable
      exchange; privately
      negotiated transactions; short
      sales; sales
      pursuant to Rule 144; broker-dealers
      may agree with the selling securityholders to sell a specified number of such
      shares at a stipulated price per share; a
      combination of any such methods of sale; and any
      other
      method permitted pursuant to applicable law.

     

    
      If
        the
        selling stockholders effect such transactions by selling shares of common
        stock
        to or through underwriters, broker-dealers or agents, such underwriters,
        broker-dealers or agents may receive commissions in the form of discounts,
        concessions or commissions from the selling stockholders or commissions from
        purchasers of the shares of common stock for whom they may act as agent or
        to
        whom they may sell as principal (which discounts, concessions or commissions
        as
        to particular underwriters, broker-dealers or agents may be in excess of
        those
        customary in the types of transactions involved). In connection with sales
        of
        the shares of common stock or otherwise, the selling stockholders may enter
        into
        hedging transactions with broker-dealers, which may in turn engage in short
        sales of the shares of common stock in the course of hedging in positions
        they
        assume. The selling stockholders may also sell shares of common stock short
        and
        deliver shares of common stock covered by this prospectus to close out short
        positions and to return borrowed shares in connection with such short sales.
        The
        selling stockholders may also loan or pledge shares of common stock to
        broker-dealers that in turn may sell such shares.

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      selling stockholders may pledge or grant a security interest in some or all
      of
      the warrants or shares of common stock owned by them and, if they default in
      the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell the shares of common stock from time to time pursuant to this
      prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act of 1933, as amended, amending, if
      necessary, the list of selling stockholders to include the pledgee, transferee
      or other successors in interest as selling stockholders under this prospectus.
      The selling stockholders also may transfer and donate the shares of common
      stock
      in other circumstances in which case the transferees, donees, pledgees or other
      successors in interest will be the selling beneficial owners for purposes of
      this prospectus.

     

    The
      selling stockholders and any broker-dealer participating in the distribution
      of
      the shares of common stock may be deemed to be "underwriters" within the meaning
      of the Securities Act, and any commission paid, or any discounts or concessions
      allowed to, any such broker-dealer may be deemed to be underwriting commissions
      or discounts under the Securities Act. At the time a particular offering of
      the
      shares of common stock is made, a prospectus supplement, if required, will
      be
      distributed which will set forth the aggregate amount of shares of common stock
      being offered and the terms of the offering, including the name or names of
      any
      broker-dealers or agents, any discounts, commissions and other terms
      constituting compensation from the selling stockholders and any discounts,
      commissions or concessions allowed or reallowed or paid to
      broker-dealers.

     

    Under
      the
      securities laws of some states, the shares of common stock may be sold in such
      states only through registered or licensed brokers or dealers. In addition,
      in
      some states the shares of common stock may not be sold unless such shares have
      been registered or qualified for sale in such state or an exemption from
      registration or qualification is available and is complied with.

     

    There
      can
      be no assurance that any selling stockholder will sell any or all of the shares
      of common stock registered pursuant to the registration statement, of which
      this
      prospectus forms a part.

     

    The
      selling stockholders and any other person participating in such distribution
      will be subject to applicable provisions of the Securities Exchange Act of
      1934,
      as amended, and the rules and regulations thereunder, including, without
      limitation, Regulation M of the Exchange Act, which may limit the timing of
      purchases and sales of any of the shares of common stock by the selling
      stockholders and any other participating person. Regulation M may also restrict
      the ability of any person engaged in the distribution of the shares of common
      stock to engage in market-making activities with respect to the shares of common
      stock. All of the foregoing may affect the marketability of the shares of common
      stock and the ability of any person or entity to engage in market-making
      activities with respect to the shares of common stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    We
      will
      pay all expenses of the registration of the shares of common stock pursuant
      to
      the registration rights agreement, estimated to be
      $[     ] in total, including, without limitation,
      Securities and Exchange Commission filing fees and expenses of compliance with
      state securities or "blue sky" laws; provided, however, that a selling
      stockholder will pay all underwriting discounts and selling commissions, if
      any.
      We will indemnify the selling stockholders against liabilities, including some
      liabilities under the Securities Act, in accordance with the registration rights
      agreements, or the selling stockholders will be entitled to contribution. We
      may
      be indemnified by the selling stockholders against civil liabilities, including
      liabilities under the Securities Act, that may arise from any written
      information furnished to us by the selling stockholder specifically for use
      in
      this prospectus, in accordance with the related registration rights agreements,
      or we may be entitled to contribution.

     

    Once
      sold
      under the registration statement, of which this prospectus forms a part, the
      shares of common stock will be freely tradable in the hands of persons other
      than our affiliates.