Bonds.com 8-K 


 


Exhibit 10.3


 


 


AMENDED
AND RESTATED


SERIES
E StockHOLDERS’ AGREEMENT


 


This
AMENDED AND RESTATED SERIES E STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of
February 28, 2013, by and among Bonds.com Group, Inc., a Delaware corporation (the “Company”), the stockholders
set forth on Schedule A hereto and each other stockholder who shall, subsequent to the date
hereof, join in and become a party to this Agreement (each a “Stockholder” and together with the stockholders
set forth on Schedule A, the “Stockholders”).


WHEREAS:


A.On
December 5, 2011, Daher Bonds Investment Company, a Cayman Islands company (“DBIC”), Mida Holdings, a Cayman
Islands company (“Mida”), GFINet Inc., a Delaware corporation (“GFI”), Oak Investment Partners
XII, Limited Partnership, a Delaware limited partnership (“Oak”) and certain other investors and the Company
entered into that certain Unit Purchase Agreement (the “2011 Purchase Agreement”), pursuant to which such buyers
purchased certain Units (“Units”) of the Company at an initial closing that occurred on December 5, 2011 and
a final closing that occurred on June 8, 2012, each Unit consisting of: (i) 100 shares (the “Shares”) of Series
E-2 Convertible Preferred Stock of the Company, par value $0.0001 per share (“Series E-2 Preferred Stock”),
and (ii) warrants exercisable for 1,428,571.429 shares of common stock of the Company (as adjusted thereafter for the reverse
stock split), par value $0.0001 per share (“Common Stock”) (the “Initial Series E-2 Transactions”).


B.On
December 5, 2011, the Company and certain of the Stockholders entered into that certain Exchange Agreement (the “Exchange
Agreement”), pursuant to which such Stockholders exchanged their shares of the Company’s Series D Convertible
Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), and Series D-1 Convertible Preferred
Stock, par value $0.0001 per share (the “Series D-1 Preferred Stock”), as applicable, for shares of the Company’s
Series E Convertible Preferred Stock, par value $0.0001 per share (the “Series E Preferred Stock”), and Series
E-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series E-1 Preferred Stock”), respectively
(the “Exchange Transaction” and collectively with the Initial Series E-2 Transactions, the “Initial
Purchase and Exchange Transactions”).


C.Additionally,
on December 5, 2011 and in connection with the Initial Purchase and Exchange Transactions, the Company and certain of the Stockholders
set forth therein entered into the Series E Stockholders’ Agreement (the “Original Agreement”). The Original
Agreement superseded and replaced in its entirety that certain Series D Stockholders’ Agreement dated as of February 2,
2011, as amended by Amendment No. 1 to the Series D Stockholders’ Agreement dated as of June 23, 2011, between the Company
and the Stockholders named therein. The Original Agreement was amended by the Amendment No. 1 to Series E Stockholders’
Agreement dated May 16, 2012, between the Company and the Stockholders set forth therein (the “Amendment”).


D.Trimarc
Capital Fund, L.P., a Delaware limited partnership (“Trimarc”), and the Company are parties to that certain
Unit Purchase Agreement (the “February 2013 Purchase Agreement”), dated as of the date hereof, pursuant to
which Trimarc is purchasing Units (the “February 2013 Series E-2 Transaction” and collectively with the Initial
Purchase and Exchange Transactions, the “Transactions”).



    	1



    	 



    
 


E.This
Agreement amends and restates in its entirety the Original Agreement and the Amendment.


F.The
execution of this Agreement by the Company and the Stockholders is a condition precedent to the consummation of the February 2013
Series E-2 Transaction.


G.In
consideration of the benefits to be derived by the Company and the Stockholders from the consummation of the February 2013 Series
E-2 Transaction, the Company and the holders indentified on the counterpart signature pages hereto (the “Amending Holders”)
desire to enter into this Agreement. The Original Agreement (as amended by the Amendment) may be amended
by a written consent signed by the Company and the Required Holders (defined below). The Amending Holders constitute the Required
Holders for purposes of this Agreement.


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto agree
as follows:


1.                 
Definitions. Capitalized terms used by not defined herein shall have the meanings set forth in the 2011 Purchase Agreement
or the February 2013 Purchase Agreement, as applicable. As used in this Agreement, the terms set forth below shall have the following
meanings:


(a)               
“Board” means the Company’s board of directors.


(b)              
“Business Day” means a day on which the New York Stock Exchange is open for business.


(c)               
“Change of Control” means (i) a consolidation, merger, reorganization or other form of acquisition of or by
the Company in which the Company’s stockholders immediately prior to the transaction retain less than 50% of the voting
power of, or economic interest in, the surviving or resulting entity (or its parent), (ii) a sale of more than a majority of the
Company’s assets, (iii) the acquisition by any person or group of persons of more than 50% of the Company’s outstanding
voting securities or (iv) during any period of twenty-four (24) consecutive months, Continuing Directors (as defined below) cease
for any reason to constitute a majority of the directors of the Board or the board of directors of the surviving or resulting
entity (or its parent). 


(d)              
“Common Securities” means shares of Common Stock or Warrants to purchase shares of Common Stock.


(e)               
“Common Stock” means the common stock, par value $0.0001 per share, of the Company.


(f)               
“Continuing Director” means, as of any determination date, any member of the Board or the board of directors
of the surviving or resulting entity (or its parent) who: (i) was a member of the Board as of February 2, 2011, (ii) was a member
of the Board on the date that was twenty-four (24) months prior to such determination date, (iii) was a Series E Designee, GFI
Designee, DBIC Designee, Oak Designee or Trimarc Designee, (iv) was nominated with the approval of a majority of the Continuing
Directors who were members of the Board at the time of such nomination or (v) was elected with the approval of holders of at least
a majority of the Series E Preferred Stock and Series E-2 Preferred Stock, voting together as a separate class.



    	2



    	 



    

 


(g)               
“Derivatives Transaction” means the sale, purchase or grant of any contract to purchase, contract to sell,
option, forward, swap, warrant, scrip, right to subscribe to, call or commitment of any character whatsoever or in any combination,
relating to, or securities or rights convertible into, or exercisable or exchangeable for, or the value of which is dependent
(in whole or in part) on the value of, any shares of capital stock of the Company, whether such transaction may be settled in
cash, securities or otherwise.


(h)              
“Market Sale” means any sale, transfer or other disposition of Securities in (i) a “brokers’ transaction”
(as defined in Rule 144 but excluding clause (4) of such definition for purposes hereof), or (ii) a Public Sale using a broker
and where clauses (1) and (3) of such definition of “brokers’ transaction” would be satisfied notwithstanding
that such transaction constitutes a Public Sale, in each case, occurring on an exchange or other recognized market (the “Market”)
where the average daily volume of the Company’s stock over the four week period preceding such transfer or other disposition
has been at least 50,000 shares; provided, however, that any sale, transfer or other disposition of Securities made
pursuant to Rule 144 shall not be deemed to be a “Market Sale.” 


(i)                
“Permitted Transferee” means: 


(i)                
as to any Stockholder who is a natural person, (A) the successors in interest to such Stockholder, in the case of a transfer
upon the death of such Stockholder, provided that such successors in interest would be a Permitted Transferee under clauses (i)(B)
or (i)(D) of this definition, (B) such Stockholder’s spouse, parents and descendants (whether by blood or adoption,
and including stepchildren) and the spouses of such persons, (C) such Stockholder, with respect to the disposition of the
community property interest of such Stockholder’s spouse in all or any part of the Securities upon the death of such spouse,
and any transfer occasioned by the incompetence of such Stockholder and (D) in the case of a transfer during such Stockholder’s
lifetime, any Person in which no Person has any interest (directly or indirectly) except for any of such Stockholder, such Stockholder’s
spouse, parents and descendants (whether by blood or adoption, and including stepchildren) and the spouses of such persons; provided,
however, that in respect of any transfer by any Stockholder during such Stockholder’s lifetime pursuant to clause
(B) or (D), such Stockholder shall retain voting power over all of the outstanding Shares being transferred;


(ii)              
as to any Stockholder that is a trust, all the beneficiaries of which are natural persons, such beneficiaries or the grantor of
the trust; provided, however, that if such trust is a Permitted Transferee under clause (i)(A) or (i)(D) of
this definition, each such beneficiary or grantor of such trust is a Person who would be permitted to have an interest in such
trust under such clause (i)(A) or (i)(D);


(iii)            
as to any Stockholder that is a limited partnership or limited liability company, (A) any limited or general partner, member,
officer, employee or affiliate of such Stockholder or (B) any affiliate of any limited or general partner or member of such
Stockholder; and


(iv)            
as to any Stockholder that is a corporation, all affiliates of such Stockholder.


(j)                
“Person” means an individual, corporation, partnership, limited partnership, trust, association or other legal
entity.



    	3



    	 



    

 


(k)              
“Preferred Securities” means the Series A Securities, the Series C Preferred Stock and the shares of Common
Stock issued to a Stockholder upon the conversion of shares of Series C Preferred Stock, the Series E Securities and the shares
of Common Stock issued to a Stockholder upon the conversion of shares of Series C Preferred Stock, Series E Preferred Stock, Series
E-1 Preferred Stock or Series E-2 Preferred Stock.


(l)                
“Private Sale” means any sale, transfer or other disposition of Securities by a Selling Stockholder that is
not a Market Sale or a Public Sale.


(m)            
“Public Sale” means (i) a primary sale of any equity securities of the Company by the Company pursuant to a
registration statement in which one or more Stockholders participates as a selling stockholder, or (ii) a secondary sale of equity
securities of the Company by Stockholders pursuant to a registration statement filed either by the Company for the benefit of
such Stockholders or by such Stockholders. For the avoidance of doubt, a Public Sale may also be a Market Sale if it satisfies
clause (ii) of the definition thereof.


(n)              
“Required Stockholders” means the holder(s) of at least 66.6% of the Series E Securities.


(o)              
“Rule 144” means Rule 144 (or any successor provisions) promulgated under the Securities Act of 1933, as amended.


(p)              
“Sales” means Private Sales, Public Sales and Market Sales, and includes Derivative Transactions.


(q)              
“Securities” means Shares and Warrants. 


(r)                
“Series A Preferred Stock” means the Series A Participating Preferred Stock, par value $0.0001 per share, of
the Company.


(s)               
“Series A Securities” means shares of Series A Preferred Stock and Warrants to purchase shares of Series A
Preferred Stock.


(t)                
“Series C Certificate of Designation” means that certain Certificate of Designation of Series C Convertible
Preferred Stock of the Company adopted by the Company and filed with the Delaware Secretary of State prior to the execution hereof.


(u)              
“Series C Preferred Stock” means the Series C Convertible Preferred Stock, par value $0.0001 per share, of
the Company.


(v)              
“Series E Certificate of Designation” means that certain Certificate of Designation of Series E Convertible
Preferred Stock, Series E-1 Convertible Preferred Stock and Series E-2 Convertible Preferred Stock of the Company adopted by the
Company and filed with the Delaware Secretary of State prior to the execution hereof.



    	4



    	 



    




(w)             
“Series E Preferred Stock” means the Series E Convertible Preferred Stock, par value $0.0001 per share, of
the Company.


(x)              
“Series E Securities” means shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred
Stock and Warrants to purchase shares of Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock.


(y)              
“Series E Stockholder” means each holder of Series E Securities. 


(z)               
“Series E-1 Preferred Stock” means the Series E-1 Convertible Preferred Stock, par value $0.0001 per share,
of the Company.


(aa)           
“Series E-2 Preferred Stock” means the Series E-2 Convertible Preferred Stock, par value $0.0001 per share,
of the Company


(bb)          
“Shares” means the shares of Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock,
Series C Preferred Stock, Series A Preferred Stock and Common Stock.


(cc)           
“Warrants” means warrants and other rights issued by the Company to purchase shares of Common Stock, Series
A Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, as the case may be.


2.                 
Tag-Along Rights With Respect to Sales of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock.


(a)               
Tag-Along Rights.


(i)                
If, at any time after the date of this Agreement, a Series E Stockholder desires to sell or otherwise transfer, directly or indirectly,
through a Derivatives Transaction or otherwise, in a Private Sale 10% or more of the Series E Securities owned by such Series
E Stockholder as of the date of this Agreement (or, if the Series E Stockholder has joined this Agreement after the date hereof,
as of the date of such joinder) (a “Selling Stockholder”), then each of the Series E Stockholders shall have
the right to participate in the proposed Private Sale by such Selling Stockholder as provided in this Section 2(a). The Selling
Stockholder shall give written notice (the “Series E Tag-Along Notice”) to each of the Series E Stockholders
of each proposed Sale of such Series E Securities at least ten (10) days prior to the proposed effective date of such Private
Sale. The Tag-Along Notice shall set forth the terms and conditions of the Private Sale, including the number of Series E Securities
that the Selling Stockholder proposes to sell (the “Offered Series E Securities”), the proposed timing of such
Private Sale, the consideration to be paid for the Offered Series E Securities, the identity of the proposed purchaser, and all
other material terms and conditions of such Private Sale, including the proposed form of written agreement, if any. Each of the
other Series E Stockholders shall have the right to sell to such transferee(s) a portion of its Series E Securities equal to the
product of (A) the number of Series E Securities then held by such Series E Stockholder and (B) a fraction
(1) the numerator of which shall be the number of Offered Series E Securities, and (2) the denominator of which shall be the total
number of Series E Securities held as of the date of this Agreement by the Series E Stockholders (including the Selling Stockholder)
participating in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made
by such Series E Stockholder(s) (including any that are Selling Stockholder(s)) subsequent to the date of this Agreement). 



    	5



    	 



    

 


(ii)              
Each Series E Stockholder that desires to exercise the tag-along rights to participate in the proposed Private Sale as provided
in this Section 2(a) (a “Series E Tagging Stockholder” and, collectively, the “Series E Tagging Stockholders”)
must exercise such tag-along rights within ten (10) days after its receipt of the Series E Tag-Along Notice, by delivery of a
written notice to the Selling Stockholder, with a copy to the Company, indicating such Series E Tagging Stockholder’s desire
to exercise its rights and specifying the number of Series E Securities (the “Tagging Series E Securities”)
it wishes to sell. The Tagging Series E Securities shall be in the same proportion of Shares and Warrants as the Offered Series
E Securities. The number of Series E Securities that the Selling Stockholder may sell pursuant to this Section 2 shall be reduced
by the equivalent amount of the Tagging Series E Securities, unless (A) the transferee(s) have indicated their willingness to
buy all of the Series E Securities that the Selling Stockholder and Series E Tagging Stockholders desire to sell, (B) the Company,
at its sole option, elects to redeem such Tagging Series E Securities or (C) the Selling Stockholder elects to purchase such Tagging
Series E Securities. At the closing of such Sale, each Series E Tagging Stockholder shall deliver (A) all documents required to
be executed in connection with such Private Sale and (B) the certificates for the Series E Securities being sold to the purchaser(s)
thereof against receipt of the purchase price therefor paid by certified or bank check or wire transfer.


(iii)            
In lieu of the transferee(s) purchasing the Tagging Series E Securities pursuant to this Section 2(a), (A) the Company may, at
its sole option, elect to redeem such Tagging Series E Securities at the same price per share as such transferee(s) would have
paid pursuant to the provisions of Section 2(a) and/or (B) the Selling Stockholder may elect to purchase such Tagging Series E
Securities at the same price per share as such transferee(s) would have paid pursuant to the provisions of Section 2(a). Any such
redemption by the Company or purchase by the Selling Stockholder shall be completed prior to or simultaneously with the proposed
Sale. 


(iv)            
If a Series E Tagging Stockholder properly exercises its tag-along rights under this Section 2(a) and the Tagging Series E Securities
are not (A) purchased by the purchaser of the Offered Series E Securities, (B) redeemed by the Company or (C) purchased by the
Selling Stockholder, then the Selling Stockholder shall not be permitted to consummate the proposed Sale of the Series E Securities,
and any such attempted Sale shall be null and void.


(v)              
Any notice given by a Series E Tagging Stockholder in which it elects to exercise its tag-along rights provided in this Section
2(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Selling
Stockholder, as the case may be) or submit for redemption to the Company such Tagging Series E Securities as are included therein
on the terms and conditions applicable to such sale or redemption.



    	6



    	 



    




(b)              
Exclusions. The tag-along and redemption rights provided in this Section 2 shall not apply: (i) in the case of a transfer
to a Permitted Transferee, (ii) to a pledge that creates a mere security interest, provided that the pledgee thereof agrees in
writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were
the Stockholder making such pledge, (iii) to any lien or pledge outstanding as of the date of this Agreement, (iv) to any sale,
transfer or other disposition of Securities pursuant to Rule 144 or (v) to a transfer of the Series C Preferred Stock pursuant
to the Beacon APA (as defined in Section 4(a)) (A) from the Company to the escrow agent, (B) from the escrow agent to the Company
or any of its affiliates or to Beacon (as defined in Section 4(a)) or any of its stockholders or (C) from Beacon to any of its
stockholders; provided that in the case of clause(s) (i) or (ii), the Stockholder shall deliver notice to each of
the Series E Stockholders of such pledge, gift or transfer and such Securities shall at all times remain subject to the terms
and restrictions set forth in this Agreement and such transferee shall, as a condition to such transfer or pledge, deliver a counterpart
signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement
as a Stockholder (but only with respect to the securities so transferred to the transferee). For the purposes of any calculation
in this Section 2 using the number of Series E Securities held as of the date of this Agreement, such calculations shall, for
a transferee pursuant to this Section 2(b), instead use the number of Series E Securities received by such transferee pursuant
hereto.


3.                 
Tag-Along Rights With Respect to Sales of Common Stock.


(a)               
Private Sales. 


(i)                
If, at any time after the date of this Agreement, a Stockholder desires to sell or otherwise transfer, directly or indirectly,
through a Derivatives Transaction or otherwise, in a Private Sale all or any portion of such Stockholder’s Common Securities
(a “Common Selling Stockholder”), then each holder of Preferred Securities shall have the right to participate
in the proposed Private Sale by such Common Selling Stockholder as provided in this Section 3(a). The Common Selling Stockholder
shall give written notice (the “Tag-Along Notice”) to each holder of Preferred Securities of each proposed
Private Sale of such Common Securities at least ten (10) days prior to the proposed effective date of such Private Sale. The Tag-Along
Notice shall set forth the terms and conditions of the Private Sale, including the number of Common Securities that the Common
Selling Stockholder proposes to sell (the “Offered Securities”), the proposed timing of such Private Sale,
the consideration to be paid for the Offered Securities, the identity of the proposed purchaser, and all other material terms
and conditions of the Private Sale, including the proposed form of written agreement, if any. Each holder of Preferred Securities
shall have the right to sell to such transferee(s) a portion of its Preferred Securities equal to the product of (A) the number
of Preferred Securities then held by such Stockholder and (B) a fraction (1) the numerator of which
shall be the number of Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held
as of the date of this Agreement by the holders of Preferred Securities, including the Common Selling Stockholder participating
in such Sale (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by such holder
of Preferred Securities and the Common Selling Stockholder subsequent to the date of this Agreement). The price per share
of Series A Preferred Stock to be paid by such transferee(s) shall be equal to one hundred (100) times the price to be paid by
such transferee(s) for each share of Common Stock (subject to equitable adjustment for stock splits,
combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment
is made to the Common Stock). The price per share of Series C Preferred Stock to be paid by such transferee(s) shall be equal
to (X) the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number of shares of Series
C Preferred Stock issued and outstanding as of



    	7



    	 



    

 


the
Series C Original Issue Date (as defined in the Series C Certificate of Designation) times (Y) the price to be paid by such transferee(s)
for each share of Common Stock (subject to equitable adjustment for stock splits, combinations and
the like that are made with respect to the Series C Preferred Stock where no corresponding adjustment is made to the Common
Stock). The price per share of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock to be paid
by such transferee(s) shall be equal to the Conversion Rate (as defined in the Series E Certificate of Designation) times the
price to be paid by such transferee(s) for each share of Common Stock (subject to equitable adjustment
for stock splits, combinations and the like that are made with respect to the Series E Preferred Stock, Series E-1 Preferred
Stock or Series E-2 Preferred Stock, as applicable, where no corresponding adjustment is made to the Common Stock).


(ii)              
Each holder of Preferred Securities that desires to exercise the tag-along rights to participate in the proposed Private Sale
as provided in Section 2(a) (a “Preferred Tagging Stockholder” and, collectively, the “Preferred Tagging
Stockholders”) must exercise such tag-along rights within ten (10) days after its receipt of the Tag-Along Notice, by
delivery of a written notice to the Common Selling Stockholder, with a copy to the Company, indicating the desire of such Preferred
Tagging Stockholder to exercise its rights and specifying the number and series of Preferred Securities (the “Tagging
Securities”) it wishes to sell. The Tagging Securities shall be in the same proportion of Shares and Warrants as the
Offered Securities. The number of Common Securities that the Common Selling Stockholder may sell pursuant to this Section 3 shall
be reduced by the equivalent amount of the Tagging Securities, unless (A) the transferee(s) have indicated their willingness to
buy all of the Common Securities and Preferred Securities that the Common Selling Stockholder and Preferred Tagging Stockholders
desire to sell, (B) the Company, at its sole option, elects to redeem such Tagging Securities or (C) the Common Selling Stockholder
elects to purchase such Tagging Securities. At the closing of such Sale, each of the Preferred Tagging Stockholders shall deliver
(A) all documents required to be executed in connection with such Private Sale and (B) the certificates for the Tagging Securities
being sold to the purchaser(s) thereof against receipt of the purchase price therefor paid by certified or bank check or wire
transfer.


(iii)            
In lieu of the transferee(s) purchasing the Tagging Securities pursuant to this Section 3(a), (A) the Company may, at its sole
option, elect to redeem such Tagging Securities at the same price per share as such transferee(s) would have paid pursuant to
the provisions of Section 3(a) and/or (B) the Common Selling Stockholder may elect to purchase such Tagging Securities at the
same price per share as such transferee(s) would have paid pursuant to the provisions of Section 3(a). Any such redemption by
the Company or purchase by the Common Selling Stockholder shall be completed prior to or simultaneously with the proposed Sale.



(iv)            
If a Preferred Tagging Stockholder properly exercises its tag-along rights under this Section 3(a) and the Tagging Securities
are not (A) purchased by the purchaser of the Offered Securities, (B) redeemed by the Company or (C) purchased by the Common Selling
Stockholder, then the Common Selling Stockholder shall not be permitted to consummate the proposed Sale of the Common Securities,
and any such attempted Sale shall be null and void.



    	8



    	 



    

 


(v)              
Any notice given by a Preferred Tagging Stockholder in which it elects to exercise its tag-along rights provided in this Section
3(a) shall be irrevocable and shall constitute a binding agreement to sell (to either the proposed transferee(s) or the Common
Selling Stockholder, as the case may be) or submit for redemption to the Company such Tagging Securities as are included therein
on the terms and conditions applicable to such sale or redemption.


(b)              
Market Sales.


(i)                
If, at any time after the date of this Agreement, a Stockholder desires to sell or otherwise transfer, directly or indirectly,
through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Stockholder’s Common Securities
(a “Market Selling Stockholder”) then each of the holders of Preferred Securities may request that the Company
redeem certain Preferred Securities held by such holder of Preferred Securities as provided in this Section 3(b), and the right
of the Market Selling Stockholder to sell or otherwise transfer any Common Securities in such Market Sale shall be subject to
the Company agreeing, at its sole option, to redeem such Preferred Securities pursuant to this Section 3(b). The Market Selling
Stockholder shall give written notice (the “Market Tag-Along Notice”) to each of the holders of Preferred Securities
and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market
Sale, subject to the timing set forth in Section 3(b)(iii) below. The Market Tag-Along Notice shall set forth the terms and conditions
of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share
(the “Redemption Price”) at which the respective Preferred Securities will be redeemed (which, in the case
of (a) the Series A Securities shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock
on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits,
combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment
is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the
Series C Certificate of Designation) divided by the number of shares of Series C Preferred Stock issued and outstanding as of
the Series C Original Issue Date (as defined in the Series C Certificate of Designation) times (Y) the volume weighted average
for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable
adjustment for stock splits, combinations and the like that are made with respect to the Series C Preferred Stock where
no corresponding adjustment is made to the Common Stock) and (c) the Series E Securities shall be equal to Conversion Rate (as
defined in the Series E Certificate of Designation) times the volume weighted average for shares of Common Stock on the Market
on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations
and the like that are made with respect to the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred
Stock, as applicable, where no corresponding adjustment is made to the Common Stock)). The Market Tag-Along Notice shall be delivered
by hand delivery to the addresses and confirmed telephonically to the individuals set forth on Schedule B hereto, as such
addresses and telephone numbers may be updated from time to time by each of the holders of Preferred Securities upon written notice
to the Company and the Stockholders.



    	9



    	 



    

 


(ii)              
If a Stockholder exercises its tag-along redemption rights in accordance with Section 3(b)(iii) below, such Stockholder shall
request the Company to redeem a portion of its Preferred Securities equal to the product of (A) the number of Preferred Securities
then held by such Stockholder and (B) a fraction (1) the numerator of which shall be the number of
Offered Securities, and (2) the denominator of which shall be the total number of Common Securities held as of the date of this
Agreement by the Market Selling Stockholder and the holders of Preferred Securities participating in such Sale (as adjusted for
stock splits, combinations and the like and as reduced by any Sales previously made by the Market Selling Stockholder and such
holders of Preferred Securities subsequent to the date of this Agreement).


(iii)            
If the Market Tag-Along Notice is delivered prior to 10 a.m. New York time, the tag-along redemption rights provided in this Section
3(b) must be exercised in respect of the Preferred Securities by the holders of Preferred Securities prior to 5 p.m., New York
time, on the date of the Market Tag-Along Notice and if the Market Tag-Along Notice is delivered at or after 10 a.m. New York
time, the tag-along redemption rights provided in this Section 3(b) must be exercised by the holders of Preferred Securities prior
to 5 p.m., New York time, on the Business Day following its receipt of the Market Tag-Along Notice. The tag-along redemption rights
shall be exercised by delivery of a written notice (the “Redemption Notice”) to the Market Selling Stockholder,
with a copy to the Company, indicating such Stockholder’s desire to exercise its rights and specifying the number and series
of Preferred Securities it requests to have the Company redeem. The Preferred Securities shall be in the same proportion of Shares
and Warrants as the Offered Securities. The Company must notify the Market Selling Stockholder and each of the holders of Preferred
Securities whether it agrees, in its sole option, to effect the requested redemption within the following applicable timeframe:
(A) if the Company receives such holder of Preferred Securities’ Redemption Notice at least two hours prior to 5 p.m., New
York time, on the date of the Redemption Notice, then it must provide such notification prior to 5 p.m., New York time, on such
date, or (B) if the Company receives such holder of Preferred Securities’ Redemption Notice less than two hours prior to
5 p.m. or after 5 p.m., New York time, on the date of the Redemption Notice, then it must provide such notification prior to 11:00
AM, New York time, on the Business Day following the date on which it received such Redemption Notice. If the Company agrees,
at its sole option, to redeem such Preferred Securities, it shall do so within four Business Days of the receipt by the Company
of the Redemption Notice at the price per share set forth in the Market Tag-Along Notice; provided, however, that if the Market
Selling Stockholder does not consummate the Market Sale set forth in the Market Tag-Along Notice, the Company shall not be required
to redeem the Preferred Securities and for the purposes of this Agreement, the Market Tag-Along Notice shall be treated as having
been withdrawn.


(iv)            
If a Stockholder properly exercises its tag-along redemption rights under this Section 3(b) and the Company does not agree to
redeem the Preferred Securities, then the Market Selling Stockholder may elect to purchase the Preferred Securities at a price
per share equal to the Redemption Price.


(v)              
If a Stockholder properly exercises its tag-along redemption rights under this Section 3(b) and (A) the Company does not agree
to redeem the Preferred Securities and (B) the Market Selling Stockholder does not elect to purchase such Preferred Securities,
then the Market Selling Stockholder(s) shall not be permitted to consummate the proposed Sale of the Common Securities, and any
such attempted Sale shall be null and void.



    	10



    	 



    

 


(vi)            
If a Stockholder properly exercises its tag-along redemption rights under this Section 3(b) and the Company agrees to redeem the
Preferred Securities but fails to do so for any reason, then the Market Selling Stockholder(s) shall, within two Business Days
of such failure by the Company, purchase the Preferred Securities at the Redemption Price.


(vii)          
Any notice given by a Stockholder in which it elects to exercise its tag-along redemption rights provided in this Section 3(b)
shall be irrevocable and shall constitute a binding agreement to submit for redemption or sell to the Market Selling Stockholder
such Preferred Securities as are included therein on the terms and conditions applicable to such redemption or sale.


(c)               
Public Sales. If at any time any Stockholder proposes a Public Sale that is not also a Market Sale (a “Subject
Public Sale”), the Company or such Stockholder, as the case may be, shall provide written notice (the “Offering
Notice”) of the Subject Public Sale to the holders of Preferred Securities at least twenty (20) Business Days prior
to the proposed effective date of the Subject Public Sale (the “Offering Date”), setting forth the anticipated
terms and conditions of the Subject Public Sale. Upon receipt of an Offering Notice, each holder of Preferred Securities may elect
to request that the Company redeem a portion of its Preferred Securities equal to the product of (i) the number of Preferred Securities
then held by such Stockholder and (ii) a fraction (A) the numerator of which shall be the number of
Common Securities to be sold by the Stockholder proposing such Public Sale (a “Public Sale Selling Stockholder”),
and (B) the denominator of which shall be the total number of Common Securities held by the Public Sale Selling Stockholder and
holders of Preferred Securities participating in such Sale as of the date of this Agreement (as adjusted for stock splits, combinations
and the like and as reduced by any Sales previously made by the Public Sale Selling Stockholder and such holders of Preferred
Securities). The redemption rights provided in this Section 3(c) must be exercised by such holder of Preferred Securities
within ten (10) Business Days of the delivery of the Offering Notice by delivering a written notice (an “Offering Redemption
Notice”) to the Company, with a copy to the Public Sale Selling Stockholder, stating the number and series of Preferred
Securities requested to be redeemed pursuant thereto. The Preferred Securities requested to be redeemed shall be in the same proportion
of Shares and Warrants as the Common Securities proposed to be sold in the Subject Public Sale. The redemption price per share
in the case of (a) the Series A Securities shall be equal to one hundred (100) times the price per share of Common Stock received
in the Public Sale by the Public Sale Selling Stockholder, before underwriter discounts or commissions (subject
to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred
Stock, where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X)
the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number of shares of Series C Preferred
Stock issued and outstanding as of the Series C Original Issue Date (as defined in the Series C Certificate of Designation) times
(Y) the price per share of Common Stock received in the Public Sale by the Public Sale Selling Stockholder, before underwriter
discounts or commissions (subject to equitable adjustment for stock splits, combinations and the like
that are made with respect to the Series C Preferred Stock, where no corresponding adjustment is made to the Common Stock)
and (c) the Series E Securities shall be equal to Series E Conversion Rate, Series E-1 Conversion Rate or Series E-2 Conversion
Rate, as applicable



    	11



    	 



    

 


(as
such terms are defined in the Series E Certificate of Designation) times the price per share of Common Stock received in the Public
Sale by the Public Sale Selling Stockholder, before underwriter discounts or commissions (subject to
equitable adjustment for stock splits, combinations and the like that are made with respect to the Series E Preferred Stock,
Series E-1 Preferred Stock or Series E-2 Preferred Stock, where no corresponding adjustment is made to the Common Stock) (the
respective “Offering Redemption Price”). Upon receiving an Offering Redemption Notice pursuant to this Section
3(c), the Company shall have two (2) Business Days to notify the holders of Preferred Securities and the Public Sale Selling Stockholder
whether it will, at its sole option, redeem the Securities requested in the Offering Redemption Notice. If it agrees to redeem
such Securities, it shall also within such time frame set a date for redemption (the respective “Redemption Date”),
which date shall be no later than five (5) Business Days prior to the Offering Date. If the Company does not agree to redeem any
Preferred Securities subject to an Offering Redemption, then the Selling Stockholder may elect to purchase such Preferred Securities
at a price per share equal to the Offering Redemption Price. If (A) the Company does not agree to redeem any Preferred Securities
subject to an Offering Redemption and (B) the Public Sale Selling Stockholder does not elect to purchase such Preferred Securities,
or if after having so agreed, the Company fails to redeem or the Public Sale Selling Stockholder fails to purchase, any Preferred
Securities subject to an Offering Redemption Notice pursuant to this Section 3(c), the Public Sale Selling Stockholder(s) may
not consummate the Subject Public Sale. Any notice given by a Stockholder in which it elects to exercise its offering redemption
rights provided in this Section 3(c) shall be irrevocable and shall constitute a binding agreement to submit for redemption or
sell to the Public Sale Selling Stockholder such Preferred Securities as are included therein on the terms and conditions applicable
to such redemption or sale.


(d)              
Exclusions. The tag-along and redemption rights provided in this Section 3 shall not apply: (i) in the case of a transfer
to a Permitted Transferee, (ii) to a pledge that creates a mere security interest, provided that the pledgee thereof agrees in
writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were
the Stockholder making such pledge, (iii) to any lien or pledge outstanding as of the date of this Agreement, (iv) to any sale,
transfer or other disposition of Securities pursuant to Rule 144, (v) to a transfer of the Series C Preferred Stock pursuant to
the Beacon APA (A) from the Company to the escrow agent, (B) from the escrow agent to the Company or any of its affiliates or
to Beacon or any of its stockholders or (C) from Beacon to any of its stockholders or (vi) to any sale, transfer or other disposition
of Securities following a Mandatory Conversion (as defined in the Series E Certificate of Designation); provided that
in the case of clause(s) (i) or (ii), the Stockholder shall deliver notice to the holders of Preferred Securities of such
pledge, gift or transfer and such Common Securities shall at all times remain subject to the terms and restrictions set forth
in this Agreement and such transferee shall, as a condition to such transfer or pledge, deliver a counterpart signature page to
this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Stockholder
(but only with respect to the securities so transferred to the transferee). For the purposes of any calculation in this Section
3 using the number of Common Securities or Preferred Securities held as of the date of this Agreement, such calculations shall,
for a transferee pursuant to this Section 3(d), instead use the number of Securities received by such transferee pursuant hereto.



(e)               
Volume Exclusions. In addition to the exclusions set forth in Section 3(d) above, the tag-along rights and related obligations
of the Company with respect to redemptions provided in Sections 3(a), 3(b) and 3(c) shall not apply to Sales by a Stockholder
of up to 10% of the Common Securities held by such Stockholder as of the date that such Stockholder first became party to this
Agreement in any consecutive twelve month period. The following calculation shall be used in determining the percentage of a Stockholder’s
Common Securities that are being sold or otherwise transferred in any given Sale: (x) the number of Common Securities previously
sold pursuant to this Section 3(e) by such Stockholder and proposed to be sold by such Stockholder divided by (y) the
total number of Common Securities held by such Stockholder as of the date of this Agreement (as adjusted for stock splits, combinations
and the like).



    	12



    	 



    

 


4.                 
Preemptive Rights.


(a)               
If the Company or any of its Subsidiaries proposes to issue additional equity securities, including any warrants, options or other
rights to acquire equity of the Company or any of its subsidiaries or debt securities that are convertible into or exchangeable
or exercisable for equity securities of the Company or any of its Subsidiaries (with the exception of any issuance (i) in connection
with any acquisition of assets of another Person by the Company or any of its Subsidiaries, whether by purchase of stock, merger,
consolidation, purchase of all or substantially all of the assets of such Person or otherwise (excluding any issuance for purposes
of financing such transaction) approved by the Board and the requisite holders of the Series E Preferred Stock and Series E-2
Preferred Stock to the extent required under the Series E Certificate of Designation, (ii) Exempted Securities (as such term is
defined in the Series E Certificate of Designation), (iii) in an underwritten public offering resulting in gross proceeds of at
least $50,000,000 and at a price per share pursuant to which the Company’s market capitalization would be at least $175,000,000
and (iv) approved by holders of the majority of the Series E Preferred Stock and Series E-2 Preferred Stock, voting as a separate
class (in each case, having been approved in accordance with the terms of this Agreement and the Series E Certificate of Designation,
to the extent applicable)) (“Preemptive Securities”), the Company shall provide written notice (an “Issuance
Notice”) to each holder of Preferred Securities of such anticipated issuance no later than twenty-two (22) Business
Days prior to the anticipated issuance date. Such notice shall set forth the principal terms and conditions of the issuance, including
a description of the Preemptive Securities proposed to be issued, the proposed purchase price for such Preemptive Securities and
the anticipated issuance date. Each holder of Preferred Securities shall have the right to purchase a number of Preemptive Securities
determined by multiplying (i) the number of Preemptive Securities proposed to be issued, by (ii) a fraction, the numerator of
which is the number of shares of Preferred Stock held by such Stockholder on an as-converted basis at the time the Issuance Notice
for such Preemptive Securities is given and the denominator of which is the total number of shares of the Company’s Common
Stock issued and outstanding on a fully-diluted, as converted, basis on the date of the Issuance Notice (the “Pro Rata
Portion”). Each holder of Preferred Securities that desires to purchase Preemptive Securities at the price and on the
terms and conditions specified in the Company’s notice must deliver an irrevocable written
notice to the Company (a “Preemptive Exercise Notice”) no later than ten (10) Business Days after the
delivery of the Issuance Notice, setting forth (x) the number of such Preemptive Securities for which such right is exercised
(which such number shall not exceed such Stockholder’s Pro Rata Portion of such Preemptive Securities) and (y) the maximum
number of additional Preemptive Securities that such Stockholder would be willing to purchase in excess of such Stockholder’s
Pro Rata Portion in the event that any other Stockholder or other Person entitled to exercise preemptive rights with respect to
such issuance elects not to purchase its full Pro Rata Portion of such Preemptive Securities. 


(b)              
In the event the Stockholders with preemptive rights pursuant to clause (a) above do not purchase all such Preemptive Securities
in accordance with the procedures set forth in such clause (a), the Company shall have one hundred twenty (120) days after the
anticipated issuance date to sell to other Persons the remaining Preemptive Securities at the price and on such terms and conditions
that are no more favorable to such other Persons than those specified in the Company’s notices to the Stockholders pursuant
to Section 4(a). If the Company fails to sell such Preemptive Securities within one hundred twenty (120) days of the anticipated
issuance date provided in the notices given to the Stockholders pursuant to Section 4(a), the Company shall not thereafter issue
or sell any Preemptive Securities without first offering such Preemptive Securities to the holders of Preferred Securities
in the manner provided in this Section 4.



    	13



    	 



    

 


(c)               
The election by a Stockholder not to exercise its preemptive rights under this Section 4 in any one instance shall not affect
such Stockholder’s right (other than in respect of a reduction in its Pro Rata Portion) as to any future issuances under
this Section 4.


(d)              
All costs and expenses incurred by the Company in connection with its obligations under this Section 4, including all attorneys
fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions,
shall be paid by the Company.


(e)               
Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4, the Company
may elect to give the Issuance Notice to the Stockholders with preemptive rights pursuant to Section 4(a) within ten (10) days
after the issuance of Preemptive Securities and thereafter give such Stockholders the right to purchase such number of Preemptive
Securities as would provide them with the same ownership as if the Issuance Notice and preemptive rights had been provided prior
to the issuance of the Preemptive Securities, all on the same terms and conditions as would otherwise apply under this Section
4. 


(f)               
The preemptive rights under this Section 4 shall terminate on such date as of which less than 25% of the shares of Series E Preferred
Stock and Series E-2 Preferred Stock collectively issued in the Transactions remain outstanding.


5.                 
Certain Sales. At any time on or after December 5, 2016, to the extent a Stockholder holds any Preferred Securities (the
“Remaining Securities”), such Stockholder may provide notice to the Company of its desire to sell all or any
portion of the Remaining Securities. Upon receipt of such notice, the Company will use its commercially reasonable efforts to
assist such Stockholder in facilitating a sale, transfer or other disposition of the Remaining Securities (which, for avoidance
of doubt, shall not include any obligation to pursue or consummate a Change of Control). Alternatively, upon receipt of such notice,
the Company may, at its sole option, redeem the Remaining Securities at a price per share equal to (x) the number of shares of
Common Stock into which a share of the Remaining Securities would be convertible pursuant to the certificate of designation relating
to such series of Shares, multiplied by (y) the fair market value of a share of Common Stock as determined in accordance
with the terms of the certificate of designation relating to such series of Shares.


6.                 
No Mandatory Redemption. For the avoidance of doubt and notwithstanding anything to the contrary herein, any redemption
of Shares or other securities by the Company referenced herein shall not be mandatory and shall be made only at the Company’s
sole and exclusive option, unless and then only to the extent specifically agreed to by the Company (at its sole and exclusive
option) in writing in response to a redemption request made under this Agreement.



    	14



    	 



    

 


7.                 
Series E, Oak, DBIC, GFI Board and Trimarc Designees. 


(a)               
For so long as the Stockholders set forth on Schedule C hereto (the “Series E Designee Holders”) collectively
own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
at least (A) 25% of the Series E Preferred Stock and/or Series E-2 Preferred Stock issued in the Transactions or (B) in the event
of a conversion of the Series E Preferred Stock and/or Series E-2 Preferred Stock, 25% of the Common Stock underlying the Series
E Preferred Stock and/or Series E-2 Preferred Stock, as applicable, issued in the Transactions, (i) the Company will nominate
and use its reasonable best efforts to cause to be elected and cause to remain a director on the Board and (ii) each Stockholder,
at each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members
of the Board are to be elected, or whenever members of the Board are to be elected by written consent, agrees to vote or act with
respect to all shares of voting capital stock of the Company registered in its name or beneficially owned by it as of the date
hereof and any and all securities of the Company legally or beneficially acquired by such Stockholder after the date hereof, so
as to elect, and not to vote to remove, one person designated in writing collectively by the Series E Designee Holders (the “Series
E Designee”). Subject to the following sentence, the consent of each of the Series E Designee Holders holding at least
8% of the outstanding shares of Series E Preferred Stock or Series E-2 Preferred Stock as of the date hereof, as set forth on
Schedule C hereto (each, an “8% Series E Designee Holder”), shall be required in respect of the designation
of the Series E Designee, for so long as such 8% Series E Designee Holder shall hold at least 25% of the shares of Series E Preferred
Stock and/or Series E-2 Preferred Stock it acquired as of the date hereof. Notwithstanding the foregoing, for so long as Oak continues
to own at least 25% of the shares of Series E Preferred Stock acquired by it in the Initial Purchase and Exchange Transactions
(or, in the event of a conversion of the Series E Preferred Stock, 25% of the Common Stock underlying the Series E Preferred Stock
it acquired in the Initial Purchase and Exchange Transactions), the Series E Designee shall be designated by Oak in its sole discretion,
and in such event Oak shall be deemed to be the “Series E Designee Holders.” 


(b)              
Subject to applicable law and the rules and regulations of the Securities and Exchange Commission and any securities exchange
or quotation system on which the Company’s securities are listed or quoted, the 8% Series E Designee Holders shall have
the right to require that the Series E Designee be a member of each principal committee of the Board.


(c)               
For so long as Oak continues to own at least 25% of the shares of Series E Preferred Stock or Series E-2 Preferred Stock acquired
by it in the Initial Purchase and Exchange Transactions (or, in the event of a conversion of the Series E-1 Preferred Stock or
Series E-2 Preferred Stock, 25% of the Common Stock underlying the Series E Preferred Stock or Series E-2 Preferred Stock it acquired
in the Initial Purchase and Exchange Transactions), (i) the Company will nominate and use its reasonable best efforts to cause
to be elected and cause to remain a director on the Board and (ii) each Stockholder, at each annual meeting of the stockholders
of the Company, or at any meeting of the stockholders of the Company at which members of the Board are to be elected, or whenever
members of the Board are to be elected by written consent, agrees to vote or act with respect to all shares of voting capital
stock of the Company registered in its name or beneficially owned by it as of the date hereof and any and all securities of the
Company legally or beneficially acquired by such Stockholder after the date hereof, so as to elect, and not to vote to remove,
two people designated by Oak (the “Oak Designees”), which Oak Designees shall, for the avoidance of doubt,
be in addition to Oak’s rights in respect of the Series E Designee pursuant to Section 7(a) hereof.



    	15



    	 



    

 


(d)              
For so long as DBIC and/or Mida continue to own, in the aggregate, at least 25% of the shares of Series E-2 Preferred Stock acquired
by them in the Initial Series E-2 Transactions (or, in the event of a conversion of the Series E-2 Preferred Stock, 25% of the
Common Stock underlying the Series E-2 Preferred Stock they acquired in the Initial Series E-2 Transactions), (i) the Company
will nominate and use its reasonable best efforts to cause to be elected and cause to remain a director on the Board and (ii)
each Stockholder, at each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company
at which members of the Board are to be elected, or whenever members of the Board are to be elected by written consent, agrees
to vote or act with respect to all shares of voting capital stock of the Company registered in its name or beneficially owned
by it as of the date hereof and any and all securities of the Company legally or beneficially acquired by such Stockholder after
the date hereof, so as to elect, and not to vote to remove, three people jointly designated by DBIC and Mida (or, in the event
one of them no longer owns any shares of Series E-2 Preferred Stock acquired by them in the Initial Series E-2 Transactions (or
the Common Stock underlying such Series E-2 Preferred Stock), then the other shall designate such three people) (the “DBIC
Designees”). 


(e)               
For so long as GFI continues to own at least 25% of the shares of Series E Preferred Stock or Series E-2 Preferred Stock acquired
by it in the Initial Purchase and Exchange Transactions (or, in the event of a conversion of the Series E Preferred Stock or Series
E-2 Preferred Stock, 25% of the Common Stock underlying the Series E Preferred Stock or Series E-2 Preferred Stock it acquired
in the Initial Purchase and Exchange Transactions), (i) the Company will nominate and use its reasonable best efforts to cause
to be elected and cause to remain a director on the Board and (ii) each Stockholder, at each annual meeting of the stockholders
of the Company, or at any meeting of the stockholders of the Company at which members of the Board are to be elected, or whenever
members of the Board are to be elected by written consent, agrees to vote or act with respect to all shares of voting capital
stock of the Company registered in its name or beneficially owned by it as of the date hereof and any and all securities of the
Company legally or beneficially acquired by such Stockholder after the date hereof, so as to elect, and not to vote to remove,
one person designated by GFI (the “GFI Designee”). 


(f)               
For so long as Trimarc continues to own at least 25% of the shares of Series E-2 Preferred Stock acquired by it in the February
2013 Series E-2 Transaction (or, in the event of a conversion of the Series E-2 Preferred Stock, 25% of the Common Stock underlying
the Series E-2 Preferred Stock it acquired in the February 2013 Series E-2 Transaction), (i) the Company will nominate and use
its reasonable best efforts to cause to be elected and cause to remain a director on the Board and (ii) each Stockholder, at each
annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the
Board are to be elected, or whenever members of the Board are to be elected by written consent, agrees to vote or act with respect
to all shares of voting capital stock of the Company registered in its name or beneficially owned by it as of the date hereof
and any and all securities of the Company legally or beneficially acquired by such Stockholder after the date hereof, so as to
elect, and not to vote to remove, one person designated by Trimarc (the “Trimarc Designee”). 


(g)               
It shall be a condition precedent to the Company’s obligations under Sections 7(a), (c), (d), (e) and (f), respectively,
that (i) the Series E Designee Holders and the Series E Designee, Oak and the Oak Designees, DBIC, Mida and the DBIC Designees,
GFI and the GFI Designee, and Trimarc and the Trimarc Designee, respectively, shall timely furnish to the Company such information
regarding the Series E Designee Holders and the Series E Designee, Oak and the Oak Designees, DBIC, Mida, and the DBIC Designees,
GFI and the GFI Designee, and Trimarc and the Trimarc Designee, respectively, as shall be reasonably necessary for the Company
to comply with its disclosure and other obligations under applicable law and the rules and regulations of the Securities and Exchange
Commission and any securities exchange or quotation system on which the Company’s securities are listed or quoted, (ii)
the Series E Designee Holders, Oak, DBIC, Mida, GFI, and Trimarc, respectively, shall comply with applicable law and the rules
and regulations of the Securities and Exchange Commission with respect to their right to designate the Series E Designee, the
Oak Designees, the DBIC Designees, the GFI Designee and the Trimarc Designee, respectively, and (iii) the Series E Designee, Oak
Designees, DBIC Designees, the GFI Designee and the Trimarc Designee, respectively, shall comply with applicable law and the rules
and regulations of the Securities and Exchange Commission with respect to his or her membership on the Board.



    	16



    	 



    

 


(h)              
In addition to the foregoing rights set forth in this Section 7, so long as any Stockholder (other than Jefferies) holding at
least 8% of the outstanding shares of Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock as of
the date hereof owns at least 25% of the shares of Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred
Stock, respectively, acquired by it in the Initial Purchase and Exchange Transactions, such Stockholder shall have the right to
appoint one non-voting representative to attend each meeting of the Board and each committee thereof (an “Investor Observer”).
Each Investor Observer will be entitled to receive copies of all notices, minutes, consents and other materials and information
that the Company provides to the Board; provided that (a) the Investor Observer shall execute a confidentiality agreement in a
form reasonably acceptable to the Company and the investor designating such Investor Observer, and (b) the Company may require
such Investor Observer to be recused from any meeting and may redact such materials on advice of counsel in connection with matters
involving the attorney-client privilege or conflicts of interest.


(i)                
Each Stockholder agrees to vote, or cause to be voted, all voting Shares owned by such Stockholder, or over which such Stockholder
has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the
Board shall be set and remain at no more than eleven directors.


(j)                
The provisions of Section 7(i) shall terminate and be of no further force or effect on the date immediately prior to the date,
if any, on which shares of Common Stock are listed on the New York Stock Exchange, the NYSE Amex, the NASDAQ Stock Market or any
successor to any of the foregoing.


(k)              
For so long as Jefferies & Company, Inc. (“Jefferies”) owns at least twenty-five percent (25%) of the shares
of Series E Preferred Stock acquired in connection with the Exchange Transaction, Jefferies shall be entitled to appoint two (2)
non-voting representatives to attend each meeting of the Company’s Board of Directors and each committee thereof (the “Jefferies
Observers”). The Jefferies Observers will be entitled to receive copies of all notices, minutes, consents and other
materials and information that the Company provides to the Board; provided that (a) the Jefferies Observers shall execute a confidentiality
agreement in a form reasonably acceptable to the Company and Jefferies, and (b) the Company may require the Jefferies Observers
to be recused from any meeting and may redact such materials on advice of counsel in connection with matters involving the attorney-client
privilege or conflicts of interest. Such observer rights in this Section 7(k) supersede and are in lieu of all other observer
rights granted to Jefferies prior to the date hereof. 


8.                 
Affirmative Covenant. If any Applicable Action is required to be approved pursuant to Section 4(e) of the Series E Certificate
of Designation and is approved pursuant to Section 4(e) of the Series E Certificate of Designation, then Oak and any other Stockholder
who owns, beneficially or of record, shares of Series C Preferred Stock shall (a) provide an affirmative vote or written consent
(with respect to all shares of Series C Preferred Stock held of record or beneficially by them or over which they exercise voting
control) for such Applicable Action pursuant to Section 4(d) of the Series C Certificate of Designation, or (b) in lieu of the
affirmative vote or written consent contemplated by the foregoing clause (a), provide an affirmative vote or written consent (with
respect to all shares of Series C Preferred Stock held of record or beneficially by them or over which they exercise voting control)
to waive the provisions of Section 4(d) of the Series C Certificate of Designation (pursuant to Section 11 of the Series C Certificate
of Designation) with respect to such Applicable Action. As used herein, the term “Applicable Action” means
any action with respect to which the Company is required to obtain the affirmative vote or written consent of any holders Series
C Preferred Stock pursuant to Section 4(d) of the Series C Certificate of Designation (whether together as a single class with
the holders of Series D Preferred Stock and Series D-1 Preferred Stock or acting on their own due to the Series D Preferred Stock
and Series D-1 Preferred Stock not being entitled to participate in such affirmative vote or written consent for any reason).






    	17



    	 



    




 


9.                 
Miscellaneous.


(a)               
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 prior to such service’s
deadline for next-business day delivery to the recipient (all delivery charges prepaid), in each case properly addressed to the
party to receive the same. The addresses and facsimile numbers for such communications shall be:


	If
        to the Company:

         

	Bonds.com
Group, Inc.

                                                          1500
Broadway, 31st Floor

                                                          New York, New York 10036

        Facsimile:
        (212) 278-8934

        Attention:
        Thomas Thees, Chief Executive Officer

         

	with
        a copy (for informational purposes only) to:

         

	Hill
        Ward Henderson

        3700
        Bank of America Plaza

        101
        East Kennedy Boulevard, Suite 3700

        Tampa,
        Florida 33602

        Facsimile:
        (813) 221-2900

        Attention:
        Mark A. Danzi, Esq.



 


If
to any Stockholder, at the address and facsimile number set forth on Schedule A hereto,


or
to such other address, facsimile number and/or email address 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 an overnight courier service shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.



    	18



    	 



    

 


(b)              
Further Instruments and Actions. The Company and each Stockholder shall execute such further instruments and take such
further action as may reasonably be necessary to carry out the intent of this Agreement and to enforce rights and obligations
pursuant hereto. No Stockholder shall vote any Shares, or take any other action, that would defeat, impair, be inconsistent with
or adversely affect the stated intentions of the parties under this Agreement.


(c)               
Additional Stockholders. Notwithstanding anything to the contrary contained herein, if after the date hereof
any person or entity acquires Series A Securities or Series E Securities, the Company shall use its reasonable best efforts to
have such stockholder become a party to this Agreement by executing and delivering an additional counterpart signature page to
this Agreement and such stockholder shall thereafter be deemed a “Stockholder” for all purposes hereunder. In addition,
the Company will not issue any Series E Securities unless the purchaser thereof becomes a party to this Agreement by executing
and delivering an additional counterpart signature page to this Agreement and such stockholder shall thereafter be deemed a “Stockholder”
for all purposes hereunder. No action or consent by the Stockholders shall be required for such joinder to this Agreement by such
additional stockholder(s), so long as such additional stockholder has agreed in writing to be bound by all of the obligations
of a “Stockholder” hereunder.


(d)              
Successors and Assigns. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit
of, and be binding upon, their respective successors, assigns and legal representatives. The rights of the Stockholders hereunder
are only assignable or transferable in connection with the transfer of any shares held by such Stockholder. The rights of UBS
hereunder shall only be transferable to an affiliate of UBS. 


(e)               
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 TO, 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.



    	19



    	 



    

 


(f)               
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 or a signature transmitted by email 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 or emailed
signature.


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


(h)              
Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


(i)                
Entire Agreement; Amendments. This supersedes all other prior oral or written agreements between the Company, the Stockholders,
their affiliates and Persons acting on their behalf with respect to the matters discussed herein (including, without limitation,
the Original Agreement (as amended by the Amendment)), and this Agreement contains the entire understanding of the parties with
respect to the matters covered herein and therein. No provision of this Agreement may be amended or waived other than by an instrument
in writing signed by the Company and the Required Stockholders. Notwithstanding the foregoing, no amendment to this Agreement
shall disproportionately and adversely affect the rights of any Stockholder relative to the rights of all of the Stockholders
without such affected Stockholder’s consent.


(j)                
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.


(k)              
Injunctive Relief. Without limiting the right of any party to seek any remedy available to such party for the breach or
threatened breach of this Agreement, the parties agree that injunctive relief may be sought by any party to enjoin any breach
or threatened breach of this Agreement without having to prove irreparable harm or actual damages and each party hereto waives
any defense to any such action for injunctive relief that there is an adequate remedy at law for such breach or threatened breach.



(l)                
Copies of this Agreement. The Company shall supply, free of charge, a copy of this Agreement to any Stockholder upon written
request from such Stockholder to the Company at its principal office.



    	20



    	 



    




(m)            
Termination. The provisions of this Agreement shall terminate upon the earlier to occur of (i) the date that the Stockholders
no longer own any Shares or (ii) a Change of Control pursuant to which Preferred Securities are treated in accordance with Section
3 of the Series E Certificate of Designation; provided, however, that one or more provisions of this Agreement may terminate
earlier pursuant to the terms thereof.


[The
remainder of this page has been intentionally left blank.]


 


 






    	21



    	 



    







IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	 	BONDS.COM
    GROUP, INC.
	 	 	 
	 	 	By:	/s/
    Thomas Thees     
	 	 	Name:	 Thomas Thees
	 	 	Title:	 Chief
    Executive Officer







 



    	[Signature Page to A&R
                                                                                                                                                                                               Series E Stockholders’ Agreement]



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 





	 	 	GFINET
    INC.
	 	 	 
	 	 	By:	/s/
    J.C. Giancarlo     
	 	 	Name:	 J.C. Giancarlo
	 	 	Title:	 Executive
    Vice President



 











    	[Signature Page to A&R Series E Stockholders' Agreement]



    	 



    

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


  








	 	 	OAK
    INVESTMENT PARTNERS XII,
	 	 	LIMITED
    PARTNERSHIP
	 	 	By:	Oak
Associates XII, LLC,
	 	 	 	its
General Partner
	 	 	 	 
	 	 	By:	/s/
    Ann H. Lamont
	 	 	Name:	 Ann
    H. Lamont
	 	 	Title:	 Managing Member









 



    	[Signature Page to A&R Series E Stockholders' Agreement]



    	 



    

 


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 





	 	 	DAHER
BONDS INVESTMENT COMPANY
	 	 	 
	 	 	By:	/s/
    Michel Daher     
	 	 	Name:	 Michel Daher
	 	 	Title:	 Chairman








    	[Signature Page to A&R Series E Stockholders' Agreement]



    	 



    




IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.





 





	 	 	MIDA
HOLDINGS
	 	 	 
	 	 	By:	/s/
    Michel Daher     
	 	 	Name:	Michel Daher
	 	 	Title:	Chairman




 







 









    	[Signature Page to A&R Series E Stockholders' Agreement]



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.





 


		 	TRIMARC
CAPITAL FUND, L.P.
	 	 	 
	 	 	By:	Oakum Bay Trimarc Partners, LLC
	 	 	 	Its
General Partner
	 	 	 	 
	 	 	By:	/s/
    Michael Trica
	 	 	Name:	Michael Trica
	 	 	Title:	Managing Member





 


 



    	[Signature Page to A&R Series E Stockholders' Agreement]



    	 



    

 


Schedule
A


Stockholders


 


Stockholder
Name and Notice Address


 


UBS
Americas Inc.


 


677 Washington
Boulevard

Stamford, CT 06901

Telephone: (203) 719-5427

Facsimile: (203) 719-5627

Attention: Head of Traded Products - Legal


 


with
a copy (for informational purposes only) to:


 


Bingham
McCutchen LLP

399 Third Avenue

New York, New York 10022

Telephone: (212) 705-7278

Facsimile: (212) 702-3645

Attention: Kenneth A. Kopelman, Esq.


 


ROBERT
JONES


 


20 Friar
Tuck Circle


Summit,
NJ 07901


 


BONDS
MX, LLC


 


c/o Laidlaw
& Company (UK) Ltd.


90 Park
Avenue, 31st floor


New York,
New York 10016


Facsimile:
(212) 297-0670


Attention:
Hugh Regan


 


with a
copy (for informational purposes only) to:


 


Gibson,
Dunn & Crutcher LLP


2029 Century
Park East


Los Angeles,
California 90067-3026


Facsimile:
(310) 552-7038


Attention:
Mark Lahive


 


GFINET
INC.


c/o GFI
Group Inc.


55 Water
Street


New York,
NY 10041


Attn:General
Counsel


Telecopy:
(212) 968-2965


 



    	Schedule A - Page 1



    	 



    




with a
copy (for informational purposes only) to:


 


Willkie
Farr & Gallagher LLP


787 Seventh
Avenue


New York,
New York 10019


Attn:
Jeffrey R. Poss, Esq.


Telecopy:
(212) 728-9536


 


OAK INVESTMENT
PARTNERS XII, LIMITED PARTNERSHIP


 


901 Main
Street


Suite
600

Norwalk, Connecticut 06851

Fax No.: (203) 222-6941

Attn: Ann H. Lamont


 


with a
copy (for informational purposes only) to:


 


Finn Dixon
& Herling LLP

177 Broad Street

Stamford, Connecticut 06901

Fax No.: (203) 325-5001

Attn: Michael J. Herling


 


PLOUGH
PENNY PARTNERS, L.P.


 


270 Lafayette
Street, Ste. 1301


New York,
NY 10012


Attention:
Judson Traphagen


 


RICHARD
B. COONS IRA


 


191 Cat
Rock Road


Cos Cob,
CT 06807


Fax No.:
(216) 754-8457


 


JEFFERIES
& COMPANY, INC.


 


520 Madison
Avenue


New York,
New York 10022


Fax No.:
646-786-5044


Attention:
David Wong, SVP – Corporate Controller


 


With a
copy (for informational purposes only) to:


 


Cahill
Gambino, LLP


405 Lexington
Avenue, 7th FL


New York,
New York 10174


Fax No.:
(518) 584-1962


Attention:
David G. Nichols, Jr.


 






    	Schedule A - Page 2



    	 



    

 


 


DAHER
BONDS INVESTMENT COMPANY


 


c/o Delta
Trading


P.O. Box
241


Ferzol
Main Road


Bekaa
Valley, Lebanon


 


With a
copy (for informational purposes only) to:


 


Golenbock
Eiseman Assor Bell & Peskoe LLP


437 Madison
Avenue


New York,
New York 10022


Fax No.:
(212) 907-7385


Attention:
Andrew Peskoe


 


MIDA HOLDINGS


 


c/o Delta
Trading


P.O. Box
241


Ferzol
Main Road


Bekaa
Valley, Lebanon


 


With a
copy (for informational purposes only) to:


 


Golenbock
Eiseman Assor Bell & Peskoe LLP


437 Madison
Avenue


New York,
New York 10022


Fax No.:
(212) 907-7385


Attention:
Andrew Peskoe


 


XOL HOLDING
S.A.L.


 


Attn: President


Dedeian
Building 1st Floor


Naher Al
Mout Street, Metn


Lebanon


Tel +961-3-777256


 


with copies
to (which shall not constitute notice):


 


Tarter Krinsky
& Drogin LLP


1350 Broadway,
11th Floor


New York,
NY 10018


Attention: 
James G. Smith, Esq.


Tel: (212)
216-8000


Fax: (212)
216-8001


jsmith@tarterkrinsky.com


 


Hendrik
Jan Iwema


 


Drielander
8


8253  B2
 Dronten


Holland


 


TRIMARC
CAPITAL FUND, L.P.


 


400 Madison
Avenue, Suite 9D


New York,
NY 10017


Fax: (646)
607-9008


Attention:
Michael Trica 






    	Schedule A - Page 3



    	 



    

 


Schedule
B


Notice
Addresses for Tag-Along Notice


UBS
Americas Inc.


677 Washington
Blvd.


Stamford,
CT 06901


Attention: Head
of Strategic Investments for Equities and Fixed Income


 


UBS
Americas Inc.


100 Liverpool
St.


EC2M 2RH
London, UK


Attention:
Head of Global eBusiness, Fixed Income


 


UBS
Americas Inc.


677
Washington Boulevard

Stamford, CT 06901

Attention: Head of Traded Products - Legal


Bingham
McCutchen LLP 

399 Third Avenue

New York, New York 10022

Attention: Kenneth A. Kopelman, Esq.


 


ROBERT
JONES


20 Friar
Tuck Circle


Summit,
NJ 07901


 


BONDS
MX, LLC


c/o Laidlaw
& Company (UK) Ltd.


90 Park
Avenue, 31st floor


New York,
New York 10016


Facsimile:
(212) 297-0670


Attention:
Hugh Regan


 


Gibson,
Dunn & Crutcher LLP


2029 Century
Park East


Los Angeles,
California 90067-3026


Facsimile:
(310) 552-7038


Attention:
Mark Lahive


 


GFINET
INC.


c/o GFI
Group Inc.


55 Water
Street


New York,
NY 10041


Attn:General
Counsel


Telecopy:
(212) 968-2965






    	Schedule B - Page 1



    	 



    

 


 


Willkie
Farr & Gallagher LLP


787 Seventh
Avenue


New York,
New York 10019


Attention:
Jeffrey R. Poss, Esq.


Telecopy:
(212) 728-9536


 


OAK INVESTMENT
PARTNERS XII, LIMITED PARTNERSHIP


901
Main Street, Suite 600

Norwalk, Connecticut 06851

Fax No.: (203) 222-6941

Attn: Ann H. Lamont


Finn
Dixon & Herling LLP

177 Broad Street

Stamford, Connecticut 06901

Fax No.: (203) 325-5001

Attn: Michael J. Herling


PLOUGH
PENNY PARTNERS, L.P.


270 Lafayette
Street, Ste. 1301


New York,
NY 10012


Attention:
Judson Traphagen


 


RICHARD
B. COONS IRA


191 Cat
Rock Road


Cos Cob,
CT 06807


Fax No.:
(216) 754-8457


 


JEFFERIES
& COMPANY, INC.


520 Madison
Avenue


New York,
New York 10022


Fax No.:
646-786-5044


Attention:
David Wong, SVP – Corporate Controller


 


With a
copy (for informational purposes only) to:


Cahill
Gambino, LLP


405 Lexington
Avenue, 7th FL


New York,
New York 10174


Fax No.:
(518) 584-1962


Attention:
David G. Nichols, Jr.


DAHER
BONDS INVESTMENT COMPANY


c/o Delta
Trading


P.O. Box
241


Ferzol
Main Road


Bekaa
Valley, Lebanon



    	Schedule B - Page 2



    	 



    




 


With a
copy (for informational purposes only) to:


Golenbock
Eiseman Assor Bell & Peskoe LLP


437 Madison
Avenue


New York,
New York 10022


Fax No.:
(212) 907-7385


Attention:
Andrew Peskoe, Esq.


 


MIDA HOLDINGS


c/o Delta
Trading


P.O. Box
241


Ferzol
Main Road


Bekaa
Valley, Lebanon


 


With a
copy (for informational purposes only) to:


Golenbock
Eiseman Assor Bell & Peskoe LLP


437 Madison
Avenue


New York,
New York 10022


Fax No.:
(212) 907-7385


Attention:
Andrew Peskoe, Esq.


 


XOL HOLDING
S.A.L.


Attn:
President


Dedeian
Building 1st Floor


Naher
Al Mout Street, Metn


Lebanon


Tel +961-3-777256


 


with copies
to (which shall not constitute notice):


Tarter
Krinsky & Drogin LLP


1350 Broadway,
11th Floor


New York,
NY 10018


Attention: 
James G. Smith, Esq.


Tel: (212)
216-8000


Fax: (212)
216-8001


jsmith@tarterkrinsky.com


 


HENDRIK
IWEMA


Drielander
8


8253  B2
 Dronten


Holland


 


TRIMARC
CAPITAL FUND, L.P.


400 Madison
Avenue, Suite 9D


New York,
NY 10017


Fax: (646)
607-9008


Attention:
Michael Trica









    	Schedule B - Page 1



    	 



    




 


Schedule
C


 


Stockholders
in Transactions


 


BONDS
MX, LLC


 


GFINET
INC.


OAK INVESTMENT
PARTNERS XII, LIMITED PARTNERSHIP


 


ROBERT
JONES


 


UBS
Americas Inc.


 


PLOUGH
PENNY PARTNERS, L.P.


 


RICHARD
COONS IRA


 


JEFFERIES
& COMPANY, INC.


 


daher
bonds investment company


 


XOL
HOLDING S.A.L.


 


HENDRIK
IWEMA


 


trimarc
capital fund, l.p.


 


 


8%
Series E Designee Holders


 


 


GFINET
INC.


 


OAK INVESTMENT
PARTNERS XII, LIMITED PARTNERSHIP


 


DAHER
BONDS INVESTMENT COMPANY


 


 


 


 


 


 Schedule
C