X0305 4 2012-06-08 0 0001179090 Bonds.com Group, Inc. BDCG.OBB 0001314813 Gooch Michael C/O GFI GROUP, INC. 55 WATER STREET NEW YORK NY 10041 1 0 0 0 Series E-2 Convertible Preferred Stock, par value $0.0001 2012-06-08 4 P 0 1200 A Common Stock 17142858 1200 I See Footnote Common Stock Warrants 0.07 2012-06-08 4 P 0 17142858 A 2017-06-08 Common Stock 17142858 17142858 I See Footnote The reported securities are included within 12 units of the Issuer purchased by GFINet Inc. on June 8, 2012 for $100,000 per unit for an aggregate purchase price of $1,200,000. Each unit consists of 100 shares of Series E-2 Convertible Preferred Stock, par value $0.0001 per share (the "Series E-2 Convertible Preferred Stock"), and warrants to purchase 1,428,571.429 shares of Common Stock. See footnote 5 below. 1,200 shares of Series E-2 Convertible Preferred Stock are initially convertible into 17,142,858 shares of Common Stock. The holders of shares of Series E-2 Convertible Preferred Stock are entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series E-2 Convertible Preferred Stock (subject to certain adjustments) (the "Series E-2 Accruing Dividend" or "Series E-2 Accrued Dividend"). The conversion rate is determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1,000 subject to certain adjustments for stock splits and the like) and (y) all Series E-2 Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The initial conversion price is $0.07 (subject to adjustment). The Series E-2 Convertible Preferred Stock is immediately convertible. In addition, the Series E-2 Convertible Preferred Stock will automatically convert into shares of Common Stock of the Issuer if and when (a) shares of Common Stock are listed on a national securities exchange, (b) shares of Common Stock trade with a closing price of at least $1.00 (subject to certain adjustments for stock splits and the like) for a period of 180 consecutive trading days on average trading volume of not less than 250,000 (subject to certain adjustments for stock splits and the like) shares per day over the subject 180 trading day period, and (c) the Common Stock has an aggregate market value of at least $100,000,000 as of the last day of such 180 trading day period. The Series E-2 Convertible Preferred Stock does not have an expiration date. GFInet Inc. is a wholly-owned subsidiary of GFI Group Inc. Mr. Gooch is the Chairman of the Board and Chief Executive Officer of GFI Group Inc. and the President and majority shareholder of Jersey Partners, Inc., GFI Group Inc.'s largest shareholder. Accordingly, Mr. Gooch may be deemed to have a pecuniary interest in the subject securities. Mr. Gooch disclaims beneficial ownership with respect to these securities. The warrants are immediately exercisable for shares of Common Stock. This Form 4 is being filed by GFINet Inc. and GFI Group Inc. GFINet Inc. and GFI Group Inc. are collectively referred to herein as the ''Reporting Persons.'' GFI Group Inc. is the parent company of GFINet Inc. Each Reporting Person disclaims the existence of a ''group'' and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of any securities reported herein except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. By: /s/ Christopher D'Antuono Name: Christopher D'Antuono Title: Attorney-in-Fact 2012-06-12