Delaware
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000-51076
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38-3649127
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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529 5th Avenue, 8th Floor
New York, New York 10017
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(Address of principal executive offices) (Zip Code)
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(212) 946-3980
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 1.01
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Entry Into a Material Definitive Agreement.
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Exhibit No. | Description |
10.1 | Letter Agreement dated as of January 31, 2012, between the Company, Holdings and the Receiver |
BONDS.COM GROUP, INC.
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By:
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/s/ John Ryan
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Name:
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John Ryan | ||
Title:
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Chief Financial Officer |
Re: |
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Letter Agreement Regarding Repayment of
Indebtedness, Termination of Rights and Repurchase of Securities
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(a)
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In consideration of the Company’s payment to the Receiver of an aggregate amount of $2,250,000, the Receiver shall (i) cancel, terminate, retire and agree that all indebtedness of the Company and Holdings evidenced by the instruments identified on Schedule I and any other indebtedness owed by the Company or Holdings to or for the benefit of the Receivership (collectively, the “Receivership Debt”) are satisfied in full; and (ii) terminate and cancel any rights, contingent or otherwise, which the Receiver may have to receive shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), pursuant to the Section 17 of the Secured Convertible Promissory Notes dated on or about September 22, 2008, October 20, 2008, and December 12, 2008, as amended, and the Amendment No. 2 to Secured Convertible Promissory Notes, dated as of October 19, 2010, by and among the Receiver and the Company (the “Contingent Performance Shares”). The foregoing transactions are referred to in this Letter Agreement as the “Debt Retirement.”
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(b)
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In consideration of the Company’s obligation to pay the Receiver an additional $5,000 (the “Stock Repurchase Price”), the Receiver shall transfer, convey, assign and deliver to the Company all outstanding shares of the Company’s equity securities held of record or beneficially by the receiver, including without limitation all of the Receiver’s right, title and interest in and to the shares of Common Stock identified on Schedule II to this Letter Agreement (the “Receivership Shares”). The foregoing transaction is referred to in this Letter Agreement as the “Stock Repurchase” and, collectively with the Debt Retirement, the “Transactions.”
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BONDS.COM GROUP, INC.
BONDS.COM HOLDINGS, INC.
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By:
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/s/ John Ryan
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/s/ Burton W. Wiand
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Name:
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John Ryan | BURTON W. WIAND, as Receiver appointed | |
Title:
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Chief Financial Officer | by the United States District Court for the | |
Middle District of Florida, Tampa Division
in the action styled Securities and Exchange
Commission v. Arthur Nadel, et. al.,
Case No. 8:09-cv-87-T-26TBM
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BURTON W. WIAND, as Receiver appointed
by the United States District Court for the
Middle District of Florida, Tampa Division
in the action styled Securities and Exchange
Commission v. Arthur Nadel, et. al.,
Case No. 8:09-cv-87-T-26TBM
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