Registration Rights Agreement



 Exhibit 10.32 
 EXECUTION COPY 
 REGISTRATION RIGHTS AGREEMENT 
 This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2006, by and between DHB
Industries, Inc., a Delaware corporation (the “Company”), and David H. Brooks, an individual residing at 20 Red Ground Road, Old Westbury, New York 11568 (the “Investor”). 
 This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and the Investor (the
“Purchase Agreement”). 
 The Company and the Investor hereby agree as follows: 
 1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following terms have the respective meanings set forth in this Section 1: 
 “Advice” has the meaning set forth in Section 6(c). 
 “Common Stock” means the common stock of
the Company, $0.001 par value per share, and any securities into which such common stock may hereafter be reclassified or changed into. 
 “Effective Date” means, as to a Registration Statement, the date that the Registration Statement is first declared effective by the Commission. 
 “Effectiveness Date” means with respect to the Registration Statement required to
be filed under Section 2(a), the earlier of: (i) the fifth Trading Day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and
comments and (ii) the 90th day following the Filing Date; provided, that, if the Commission reviews and has written comments to the filed
Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause (ii) shall be the 120th day following the Filing Date. 
 “Effectiveness Period” has the meaning set
forth in Section 2(a). 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Filing Date” means with respect to the Registration Statement required to be
filed under Section 2(a), the 30th day following the date upon which the Company is in compliance with its periodic filing requirements under the
Commission’s rules and regulations, including the Exchange Act. 







 “Holder” or “Holders” means the holder or holders, as the case may be,
from time to time of Registrable Securities. 
 “Indemnified Party” has the meaning set forth in Section 5(c).

 “Indemnifying Party” has the meaning set forth in Section 5(c). 
 “Losses” has the meaning set forth in Section 5(a). 
 “New York Courts” means the United States District Court for the Eastern District of New York, before the Honorable Joanna Seybert, if available, or if not available, before another judge in either
the Eastern or Southern District of New York; provided, however, that if the Eastern and Southern District of New York both lack subject matter jurisdiction over a claim or dispute, then with respect to such claim or dispute, the term “New York
Courts” shall mean the Supreme Court of the State of New York in the County of New York. 
 “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. 
 “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such Prospectus. 
 “Registrable Securities” means: (i) the
Shares and any shares of Common Stock acquired by a Holder upon exercise of its warrants pursuant to the Warrant Agreement between the Company and the Investor, dated July 1, 2005, and (ii) any securities issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar event, with respect to any of the securities referenced in (i) above. 
 “Registration Statement” means any registration statement required to be filed in accordance with Section 2, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including
pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference therein. 
 “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule. 
 “Rule 415” means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 
  

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 “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 
 “Securities Act” means the Securities Act of 1933, as amended. 
 “Shares”
means the shares of Common Stock issued or issuable to the Investor pursuant to the Purchase Agreement. 
 2. Registration.

 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of
all Registrable Securities in an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use commercially reasonable efforts to cause such Registration Statement
to be declared effective under the Securities Act no later than its Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the
earlier of (i) such time as all Registrable Securities covered by such Registration Statement have been publicly sold by the Holders, or (ii) such time as all of the Registrable Securities covered by such Registration Statement may be sold
by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company (the “Effectiveness Period”). If necessary, the Company shall cause to be filed, and shall use its best efforts to have declared effective as soon as
practicable following filing, additional registration statements or amendments as necessary to maintain such effectiveness for the Effectiveness Period. 
 (b) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be
required to include the Registrable Securities of a Holder in a Registration Statement who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two days prior to the Filing Date (subject to the requirements set
forth in Section 3(a)). 
 3. Registration Procedures. 
 In connection with the Company’s registration obligations hereunder, the Company shall: 
 (a) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424 and to comply fully with the applicable provisions of 

  

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Rules 424, 430A and 430B under the Securities Act in a timely manner; (iii) respond promptly to any comments received from the Commission with respect
to each Registration Statement or any amendment thereto; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable
Securities covered by each Registration Statement. 
 (b) Notify the Holders promptly (i) with respect to the Registration Statement or
any post-effective amendment, when the same has become effective, and when the Prospectus or any Prospectus supplement or post-effective amendment has been filed; (ii) of any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or
all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any
revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 
 (c) Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of
the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. 
 (d) Prior to any public offering of Registrable Securities, register or qualify such Registrable Securities for offer and sale under the securities or Blue Sky laws as the Holders may reasonably request, to keep each
such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities
covered by the Registration Statement. 
 (e) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such
Registrable Securities to be in such denominations and registered in such names as any such Holders may request. 
 (f) Upon the occurrence
of any event contemplated by Section 3(b)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or


  

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any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no
Registration Statement nor any Prospectus will contain an 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 light of the circumstances under which they
were made, not misleading. 
 (g) Cause all Registrable Securities covered by the Registration Statement to be listed or quoted, as the case
may be, on each securities exchange or automated quotation system on which similar securities listed by the Company are then listed or quoted. 
 (h) If it has not already by the Effective Date, engage a transfer agent and registrar for its Common Stock, including the Registrable Securities covered by such Registration statement. 
 4. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by
the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees and
expenses (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities
or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the
Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for
all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual or special audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. 
 5. Indemnification. 
 (a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, investment advisors, partners, members and employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission 

  

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or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding
such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed
and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto
for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(b)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the
misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement. 
 (b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder’s failure to comply with the prospectus
delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of
or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based solely
upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of
Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(b)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the
amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. 
  

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 (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against
any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying
Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party. 
 An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding or to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified
Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party
in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding. 
 All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such
fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder). 
 (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any 

  

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other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed
to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. 
 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds
actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. 
 The indemnity and contribution agreements contained in this Section are in addition to any liability that
the Indemnifying Parties may have to the Indemnified Parties. 
 6. Miscellaneous. 
 (a) Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder
agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in
respect of such breach, it shall waive the defense that a remedy at law would be adequate. 
 (b) Compliance. Each Holder covenants
and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. 
 (c) Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(b), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may 

  

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be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph. 
 (d) Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to
prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such determination and, if within fifteen days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration
statement all or any part of such Registrable Securities such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights. 
 (e) Amendments and Waivers. The provisions of this Agreement, including the provisions of this Section 6(e), may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of no less than a majority in interest of the then outstanding Registrable
Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of certain Holders and that does not directly or indirectly affect the rights of
other Holders may be given by Holders of at least a majority of the Registrable Securities to which such waiver or consent relates. 
 (f)
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice
or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day,
(b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New York City
time) on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as follows: 
  

							
	If to the Company:	 	DHB Industries, Inc.	  	
		 	2102 SW 2nd Street	  	
		 	Pompano Beach, FL 33069	  	
		 	Facsimile:	  	954-630-9225	  	
		 	Attention:	  	Chief Executive Officer	  	

  

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	With a copy to:	 	Bryan Cave LLP	  	
		 	1290 Avenue of the Americas	  	
		 	New York, NY 10104	  	
		 	Facsimile:	  	212-541-4630	  	
		 	Attention:	  	Kenneth Henderson	  	
			
	If to the Investor:	 	David H. Brooks	  	
		 	20 Red Ground Road	  	
		 	Old Westbury, NY 11568	  	
		 	Facsimile:	  	516-626-9177	  	
			
	with a copy to:	 	Milbank, Tweed, Hadley & McCloy LLP	  	
		 	1 Chase Manhattan Plaza	  	
		 	New York, New York 10005	  	
		 	Facsimile:	  	212-530-5219	  	
		 	Attention:	  	George S. Canellos	  	
	
	If to any other Person who is then the registered Holder:
		
		 	To the address of such Holder as it appears in the stock transfer books of the Company

 or such other address as may be designated in writing hereafter, in the same manner, by such Person. 

(g) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of
the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder. 
 (h) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof. 
 (i) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York,
without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto
or its respective affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts 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 Proceeding, any claim that it is not personally subject to the jurisdiction of any New York
Court, or that such Proceeding 

  

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has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for 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 hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any
provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of
such Proceeding. 
 (j) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by
law. 
 (k) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 

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

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 SIGNATURE PAGES TO FOLLOW] 
  

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

			
	DHB INDUSTRIES, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	  
 DAVID H.
BROOKS



  

 [Signature Page to Registration Rights Agreement] 








 Annex A 
 Plan of Distribution 
 The selling stockholders and any of their pledgees, donees, transferees, assignees
and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed, at
prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. Such Common Stock may be sold directly by the undersigned or, alternatively, through broker-dealers or agents. The Selling
Stockholders may use any one or more of the following methods when selling shares: 
  

	•	 	 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; 


  

	•	 	 through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; 


  

	•	 	 broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; 


  

	•	 	 by pledge to secure debt and other obligations; 


  

	•	 	 a combination of any such methods of sale; and 


  

	•	 	 any other method permitted pursuant to applicable law. 


 The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. 
 Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

 Upon the Company being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a 








 
broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name
of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the
transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance
with applicable securities law. 
 The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be
deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Stockholder and/or
the purchasers. Each Selling Stockholder has represented and warranted to the Company that (i) it is neither a registered broker-dealer nor an affiliate of a registered broker-dealer and (ii) at the time of its purchase of such securities
such Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities. 
 If a Selling Stockholder uses this prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply with the applicable
provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such Selling Stockholders in connection with resales of their respective shares
under this Registration Statement. 
 The Company is required to pay all fees and expenses incident to the registration of the shares, but
the Company will not receive any proceeds from the sale of the Common Stock under this Registration Statement. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act. 







 Annex B 
 DHB INDUSTRIES, INC. 
 Selling Securityholder Notice and Questionnaire 
 The undersigned beneficial owner (the “Selling Securityholder”) of registrable securities (the “Registrable Securities”) of DHB
Industries, Inc., a Delaware corporation (the “Company”), understands that the Company intends to file or has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the
registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of July [ ], 2006 (the “Registration Rights Agreement”), between the Company and the Investor named
therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement. 
 The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is
accurate: 
 QUESTIONNAIRE 
  

	1.	Name. 

  

					
		 	(a)	  	 Full legal name of Selling Securityholder
  
  

			
		 	(b)	  	 Full legal name of registered holder (if not the same as (a) above) through which Registrable Securities listed in Item 3 below are
held:
  
  

			
		 	(c)	  	 Full legal name of natural person who directly or indirectly alone or with others has power to vote or dispose of the Registrable Securities
listed in Item 3 below:
  
  


  

	2.	Address for Notices to Selling Securityholder: 

  

					
	  

	  

	  

	Telephone:	 	  



					
	Fax:	 	  



					
	Contact Person:	 	  










	3.	Beneficial Ownership of Registrable Securities: 

 Type and principal amount of Registrable Securities beneficially owned: 
  

			
		 	  

		 	  

		 	  


  

	4.	Broker-Dealer Status: 

  

	 	(a)	Are you a registered broker-dealer? 

 Yes   ̈    No   ̈ 
  

	 	Note:	If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 

  

	 	(b)	Are you an affiliate of a broker-dealer? 

 Yes  
 ̈    No   ̈ 
  

	 	(c)	If you are an affiliate of a registered broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase
of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? 

 Yes   ̈    No   ̈ 
  

	 	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 

  

	5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder. 

 Except as set forth below in this Item 5, the Selling Securityholder is not the beneficial or registered owner of any securities
(“Other Securities”) of the Company other than the Registrable Securities listed above in Item 3. 
 Type and amount of Other Securities beneficially owned by the Selling Securityholder: 
  

			
		 	  

		 	  

		 	  










	6.	Relationships with the Company: 

 Except as set
forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the Selling Securityholder) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates) during the past three years. 
 State any exceptions
here: 
  

			
		 	  

		 	  


 The Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof and prior to the Effective Date for the Registration Statement. 
 By signing below, the Selling
Securityholder consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus. The Selling Securityholder understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. 
 IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. 
  

									
	 Dated:
	 	  
	 		 	  Beneficial Owner:	 	  



									
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	
		 		 		 	Title:	 	

 PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT
MAIL, TO: 
 DHB Industries, Inc. 
 2102 SW 2nd Street 
 Pompano Beach, FL 33069 
 Facsimile: 954-630-9225 
 Attention: Chief Executive Officer 







 With a copy to: 
 Bryan Cave LLP 
 1290 Avenue of the Americas 
 New York, NY 10104 
 Facsimile: 212-541-4630 
 Attention: Kenneth Henderson