Common use of CONDUCT OF BUSINESS PENDING Clause in Contracts

CONDUCT OF BUSINESS PENDING. THE MERGERS 62 Section 6.1. Conduct of Business of Brekford 62 Section 6.2. Conduct of Business of the Company 65 Section 6.3. Exclusivity 68 Section 6.4. Subsequent Financial Statements 69 Section 6.5. Control of Operations 69 ARTICLE VII ADDITIONAL AGREEMENTS 69 Section 7.1. Registration Statement; Information Statement 69 Section 7.2. Stockholders’ Approval; Consummation of the Mergers 69 Section 7.3. Additional Agreements 70 Section 7.4. Notification of Certain Matters 70 Section 7.5. Access to Information 71 Section 7.6. Public Announcements 72 Section 7.7. Indemnification; Directors’ and Officers’ Insurance 72 Section 7.8. Employee Benefit Plans 72 Section 7.9. Management and Employment Arrangements 73 Section 7.10. Stock Exchange Listing 73 Section 7.11. Sale of Upfitting Business 73 Section 7.12. Post-Merger Novume Board of Directors 73 Section 7.13. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 ARTICLE VIII CONDITIONS TO MERGERS 75 Section 8.1. Conditions to the Obligations of Each Party to Effect the Mergers 75 Section 8.2. Additional Conditions to Obligations of the Company 76 Section 8.3. Additional Conditions to Obligations of Brekford 77 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 Section 9.1. Termination 78 Section 9.2. Effect of Termination 79 Section 9.3. Amendment 80 Section 9.4. Waiver 80 ARTICLE X GENERAL PROVISIONS 80 Section 10.1. Non-Survival of Representations, Warranties and Agreements 80 Section 10.2. Notices 80 Section 10.3. Expenses 81 Section 10.4. Certain Definitions 81 Section 10.5. Headings 82 Section 10.6. Severability 82 Section 10.7. Entire Agreement; No Third-Party Beneficiaries 83 Section 10.8. Assignment 83 Section 10.9. Governing Law 83 Section 10.10. Counterparts 83 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2017 (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).

CONDUCT OF BUSINESS PENDING. THE MERGERS 62 Section 6.1. 53 SECTION 6.01 Conduct of Business of Brekford 62 Section 6.2by Company Parties Pending the Mergers. Conduct of Business of the Company 65 Section 6.353 SECTION 6.02 Other Actions. Exclusivity 68 Section 6.4. Subsequent Financial Statements 69 Section 6.5. Control of Operations 69 57 ARTICLE VII ADDITIONAL AGREEMENTS 69 Section 7.1. Registration 57 SECTION 7.01 Proxy Statement; Information Statement 69 Section 7.2Other Filings. 57 SECTION 7.02 Company Stockholders’ Approval; Consummation of the Mergers 69 Section 7.3Meeting. Additional Agreements 70 Section 7.4. Notification of Certain Matters 70 Section 7.5. 58 SECTION 7.03 Access to Information 71 Section 7.6Information; Confidentiality. Public Announcements 72 Section 7.758 SECTION 7.04 No Solicitation of Transactions. Indemnification; 59 SECTION 7.05 Employee Benefits Matters. 61 SECTION 7.06 Directors’ and Officers’ Insurance 72 Section 7.8Indemnification and Insurance. Employee Benefit Plans 72 Section 7.963 SECTION 7.07 Further Action; Reasonable Efforts. Management 65 SECTION 7.08 Transfer Taxes. 66 SECTION 7.09 Public Announcements. 66 SECTION 7.10 Cooperation with Financing. 67 SECTION 7.11 Resignations 68 SECTION 7.12 Takeover Statutes 68 SECTION 7.13 Delisting and Employment Arrangements 73 Section 7.10. Stock Exchange Listing 73 Section 7.11. Sale Deregistering of Upfitting Business 73 Section 7.12. Post-Merger Novume Board Securities 69 SECTION 7.14 Tax Matters 69 SECTION 7.15 Notices of Directors 73 Section 7.13. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 Certain Events 69 ARTICLE VIII CONDITIONS TO THE MERGERS 75 Section 8.1. 70 SECTION 8.01 Conditions to the Obligations of Each Party to Effect the Mergers 75 Section 8.2Party. Additional 70 SECTION 8.02 Conditions to the Obligations of the Buyer Parties. 70 SECTION 8.03 Conditions to the Obligations of the Company 76 Section 8.3Parties. Additional Conditions to Obligations of Brekford 77 72 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 Section 9.172 SECTION 9.01 Termination. Termination 78 Section 9.2. 72 SECTION 9.02 Effect of Termination 79 Section 9.3Termination. Amendment 80 Section 9.474 SECTION 9.03 Fees and Expenses. Waiver 80 75 SECTION 9.04 Escrow. 76 SECTION 9.05 Waiver. 77 ARTICLE X GENERAL PROVISIONS 80 Section 10.1. 77 SECTION 10.01 Non-Survival of Representations, Warranties Representations and Agreements 80 Section 10.2Warranties. Notices 80 Section 10.377 SECTION 10.02 Notices. Expenses 81 Section 10.477 SECTION 10.03 Severability. Certain Definitions 81 Section 10.578 SECTION 10.04 Amendment. Headings 82 Section 10.6. Severability 82 Section 10.7. 79 SECTION 10.05 Entire Agreement; No Third-Party Beneficiaries 83 Section 10.8Assignment. Assignment 83 Section 10.979 SECTION 10.06 Remedies. 79 SECTION 10.07 Specific Performance. 79 SECTION 10.08 Parties in Interest. 80 SECTION 10.09 Governing Law 83 Section 10.10Law; Forum. Counterparts 83 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as 80 SECTION 10.10 Headings. 80 SECTION 10.11 Counterparts. 80 SECTION 10.12 Waiver. 80 SECTION 10.13 Waiver of June 7, 2017 (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).Jury Trial. 81

CONDUCT OF BUSINESS PENDING. THE MERGERS 62 MERGER 35 Section 6.1. 7.01 Conduct of Business of Brekford 62 by the Company Pending the Merger 35 Section 6.2. 7.02 Conduct of Business of by Parent and Merger Sub Pending the Company 65 Section 6.3. Exclusivity 68 Section 6.4. Subsequent Financial Statements 69 Section 6.5. Control of Operations 69 Merger 38 ARTICLE VII VIII ADDITIONAL AGREEMENTS 69 38 Section 7.1. Registration Statement; Information 8.01 Proxy Statement 69 and Schedule 13E-3 38 Section 7.2. 8.02 Stockholders’ Approval; Consummation of the Mergers 69 Meeting 39 Section 7.3. Additional Agreements 70 Section 7.4. Notification of Certain Matters 70 Section 7.5. 8.03 Access to Information 71 40 Section 7.6. Public Announcements 72 8.04 Go-Shop; No Solicitation 40 Section 7.7. Indemnification; 8.05 Directors’ and Officers’ Indemnification and Insurance 72 45 Section 7.88.06 Notification of Certain Matters 47 Section 8.07 Further Action; Reasonable Best Efforts 47 Section 8.08 Obligations of Merger Sub 48 Section 8.09 Employees; Benefit Plans. Employee Benefit Plans 72 48 Section 7.9. Management and Employment Arrangements 73 8.10 Participation in Litigation 49 Section 7.10. 8.11 Resignations 49 Section 8.12 Public Announcements 49 Section 8.13 Stock Exchange Listing 73 Delisting 50 Section 7.11. Sale of Upfitting Business 73 8.14 Takeover Statutes 50 Section 7.12. Post-Merger Novume Board of Directors 73 8.15 Rule 16b-3 50 Section 7.13. Registration Rights 74 8.16 Expenses 50 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 8.17 Converted Parent Options 50 ARTICLE VIII IX CONDITIONS TO MERGERS 75 THE MERGER 51 Section 8.1. 9.01 Conditions to the Obligations of Each Party to Effect the Mergers 75 51 Section 8.2. Additional 9.02 Conditions to the Obligations of Parent and Merger Sub 51 Section 9.03 Conditions to the Obligations of the Company 76 52 Section 8.3. Additional 9.04 Frustration of Closing Conditions to Obligations of Brekford 77 52 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 X TERMINATION 52 Section 9.1. 10.01 Termination 78 by Mutual Consent 52 Section 9.2. 10.02 Termination by Either the Company or Parent 52 Section 10.03 Termination by the Company 53 Section 10.04 Termination by Parent 54 Section 10.05 Effect of Termination 79 54 Section 9.3. Amendment 80 10.06 Fees Following Termination 54 Section 9.4. Waiver 80 10.07 Limitations on Liability 56 ARTICLE X XI GENERAL PROVISIONS 80 56 Section 10.1. 11.01 Non-Survival of Representations, Warranties and Agreements 80 56 Section 10.2. 11.02 Notices 80 56 Section 10.3. Expenses 81 11.03 Severability 57 Section 10.4. Certain Definitions 81 Section 10.5. Headings 82 Section 10.6. Severability 82 Section 10.7. 11.04 Entire Agreement; No Third-Party Beneficiaries 83 Assignment 58 Section 10.8. Assignment 83 11.05 Parties in Interest 58 Section 10.9. 11.06 Specific Performance 58 Section 11.07 Governing Law 83 Law; Dispute Resolution 59 Section 10.10. 11.08 Submission to Jurisdiction; Waivers 59 Section 11.09 Amendment 60 Section 11.10 Waiver 60 Section 11.11 Confidentiality 60 Section 11.12 Counterparts 83 AMENDED AND RESTATED 60 Exhibit A – Limited Guarantee Exhibit B – Term Sheet AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED This AGREEMENT AND PLAN OF MERGERMERGER (this “Agreement”), dated as of June 7May 24, 2017 (the “Agreement”)2022, is entered into by and among KeyStone Solutions, StoneMor Inc., a Delaware corporation (the “Company”), Novume SolutionsAxar Cemetery Parent Corp., Inc.a Delaware corporation (“Parent”), and Axar Cemetery Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the Company Parent (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).

CONDUCT OF BUSINESS PENDING. THE MERGERS 62 Section 6.1. Conduct of CLOSING 55 6.1 Business of Brekford 62 Section 6.2. Conduct of Business of in the Company 65 Section 6.3. Exclusivity 68 Section 6.4. Subsequent Financial Statements 69 Section 6.5. Control of Operations 69 ARTICLE VII ADDITIONAL AGREEMENTS 69 Section 7.1. Registration Statement; Information Statement 69 Section 7.2. Stockholders’ Approval; Consummation of the Mergers 69 Section 7.3. Additional Agreements 70 Section 7.4. Notification of Certain Matters 70 Section 7.5. Access to Information 71 Section 7.6. Public Announcements 72 Section 7.7. Indemnification; Directors’ and Officers’ Insurance 72 Section 7.8. Ordinary Course 55 6.2 No Material Changes 57 6.3 Compensation 57 6.4 Employee Benefit Plans 72 Section 7.957 7. Management and Employment Arrangements 73 Section 7.10. Stock Exchange Listing 73 Section 7.11. Sale of Upfitting Business 73 Section 7.12. Post-Merger Novume Board of Directors 73 Section 7.13. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 ARTICLE VIII CONDITIONS TO MERGERS 75 Section 8.1OBLIGATIONS OF YORKSHIRE AND THE YORKSHIRE ENTITIES 57 7.1 Representations and Warranties 57 7.2 Compliance with Covenants and Conditions 58 7.3 Closing Certificates 58 7.4 Consents 58 7.5 Passage of Resolutions 58 7.6 Admission to Official List 58 7.7 No Inconsistent Requirements 58 7.8 No Injunction 58 7.9 Additional Agreements and Closing Documents 59 7.10 Related Party Matters 59 7.11 Adverse Conditions 59 8. CONDITIONS TO OBLIGATIONS OF THE CK WITCO ENTITIES 59 8.1 Representations and Warranties 59 8.2 Compliance with Covenants and Conditions 59 8.3 Closing Certificates 59 8.4 Consents 60 8.5 Passage of Resolutions 60 8.6 No Inconsistent Requirements 60 8.7 No Injunction 60 8.8 Admission to the Obligations of Each Party to Effect the Mergers 75 Section 8.2Official List 60 8.9 Additional Agreements and Closing Documents 60 8.10 Adverse Conditions 60 9. Additional Conditions to Obligations INDEMNITIES 60 9.1 General Indemnification of the Company Yorkshire Entities 60 9.2 Payment 61 9.3 Defense of Claims 62 9.4 Indemnification of the CK Witco Entities by Yorkshire and Americas 63 9.5 Environmental Indemnity 64 9.6 Taxation Schedule Indemnity 76 Section 8.39.7 No Contribution by Europe or any Acquired Entity76 9.8 Minimum Losses 77 9.9 Maximum Indemnification 77 9.10 Subrogation 78 9.11 Adjustments to Indemnification 78 9.12 Sxxxx Road Indemnity 78 9.13 BCC Indemnity 79 9.14 Dusseldorf Indemnity 79 9.15 Exclusive Remedy 79 9.16 Duty to Mitigate 79 9.17 After-Tax Payments 79 9.18 Pensions Indemnity 81 10. Additional Conditions to Obligations of Brekford 77 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 Section 9.1SURVIVAL 81 10.1 Survival 81 11. TERMINATION 82 11.1 Termination 78 Section 9.2for Certain Causes. 82 11.2 Procedure on and Effect of Termination 79 Section 9.383 12. Amendment 80 Section 9.4MISCELLANEOUS 83 12.1 Notices 83 12.2 Counterparts 85 12.3 Entire Agreement 85 12.4 Governing Law, Dispute Resolution 85 12.5 Successors and Assigns 85 12.6 Partial Invalidity and Severability 85 12.7 Waiver 86 12.8 Headings 86 12.9 Number and Gender 86 12.10 Construction 86 12.11 Time of Performance 86 13. Waiver 80 ARTICLE X GENERAL PROVISIONS 80 Section 10.1CERTAIN DEFINITIONS; INDEX OF DEFINITIONS 86 13.1 Certain Definitions 86 13.2 Index to Definitions 91 *This Table of Contents does not constitute a part of this Agreement. SCHEDULE OF EXHIBITS* Exhibit Reference Exhibit Name Exhibit A-1 Lxxxxx Land Exhibit A-2 Charlotte Land Exhibit A-3 Greenville Land Exhibit A-4 Dxxxxx Land Exhibit B Leased Real Property Exhibit C BCC Tangible Personal Property Exhibit D Registered Trademarks and Service Marks Exhibit D-1 Excluded Registered Marks Exhibit E Gibraltar Facility Assets Exhibit F Americas IPD Business Registered Marks Exhibit G Excluded Americas IPD Business Information Exhibit H Other Excluded Americas IPD Business Intellectual Property Rights Exhibit I Assets Used Exclusively in Monitoring of Groundwater Exhibit J Other Excluded Assets and Properties Exhibit K Balance Sheet Principles Exhibit L Assumed Liabilities Exhibit M European Retained Liabilities Exhibit N Closing Documents Exhibits O-1 and O-2 CK Witco Supply Contracts Exhibits P-1 and P-2 Yorkshire Supply Contracts Exhibit Q Transition Services Agreement Exhibit R Charlotte Lease Agreement Exhibit S Gibraltar Lease Agreement Exhibit T Trademark License Agreement (CK Witco to Yorkshire) Exhibit U Trademark License Agreement (Yorkshire to CK Witco) Exhibit V Non-Survival of RepresentationsEuropean Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit W European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit X Non-European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Y European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Z Groundwater Monitoring Agreement Exhibit AA Gibraltar Employees Exhibit BB BCC Reorganization Matters Exhibit CC Excluded Liability Fund Matters Exhibit DD IP Registration Costs Exhibit EE Special Purpose Statement Exhibit FF Oissel, Warranties and Agreements 80 Section 10.2. Notices 80 Section 10.3. Expenses 81 Section 10.4. Certain Definitions 81 Section 10.5. Headings 82 Section 10.6. Severability 82 Section 10.7. Entire Agreement; No Third-Party Beneficiaries 83 Section 10.8. Assignment 83 Section 10.9. Governing Law 83 Section 10.10. Counterparts 83 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated France Land Exhibit GG Due Diligence Requests Exhibit HH Indebtedness as of June 7October 15, 2017 (the “1999 Exhibit II Reviewed Pages - Listing Particulars Exhibit II-1 Listing Particulars Exhibit JJ Covered Properties Exhibit KK Certain Environmental Matters Exhibit LL Specific Indemnity Issues Exhibit MM Dispute Resolution Procedures Exhibit NN Americas IPD Business Territory *This Schedule of Exhibits does not constitute a part of this Agreement”), . ACQUISITION AGREEMENT THIS AGREEMENT is made and entered into as of the 29 day of November, 1999, by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).among:

CONDUCT OF BUSINESS PENDING. THE MERGERS 62 Section 6.1. MERGER 20 6.1 Conduct of Business of Brekford 62 Section 6.2. Conduct of Business of by the Company 65 Section 6.3. Exclusivity 68 Section 6.4. Subsequent Financial Statements 69 Section 6.5. Control of Operations 69 20 6.2 Tax Treatment 24 ARTICLE VII ADDITIONAL AGREEMENTS 69 Section 7.1. Registration Statement; Information Statement 69 Section 7.2. Stockholders’ Approval; Consummation of the Mergers 69 Section 7.3. 24 7.1 Shareholders Meeting 24 7.2 Other Filings 25 7.3 Additional Agreements 70 Section 7.4. 26 7.4 Fees and Expenses 26 7.5 No Solicitations 26 7.6 Officers' and Directors' Indemnification 27 7.7 Access to Information; Confidentiality 29 7.8 Public Announcements 29 7.9 Notification of Certain Matters 70 Section 7.5. Access to Information 71 Section 7.6. Public Announcements 72 Section 7.7. Indemnification; Directors’ and Officers’ Insurance 72 Section 7.8. Employee Benefit Plans 72 Section 7.9. Management and Employment Arrangements 73 Section 7.10. Stock Exchange Listing 73 Section 7.11. Sale of Upfitting Business 73 Section 7.12. 29 7.10 Post-Merger Novume Board of Directors 73 Section 7.13. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 Operations 29 7.11 Meridian Citizens Mutual Insurance Company 31 ARTICLE VIII CONDITIONS TO MERGERS 75 Section 8.1. THE MERGER 31 8.1 Conditions to the Obligations of Each Party to Effect the Mergers 75 Section 8.2. Additional Merger 31 (a) Shareholder Approval 31 (b) Xxxx-Xxxxx-Xxxxxx Act 31 (c) Other Regulatory Approvals 31 (d) Other Consents 31 (e) No Injunctions, Orders or Restraints; Illegality 32 (f) Merger of Mutuals 32 8.2 Conditions to Obligations of MergerCo and Parent 32 (a) Representations and Warranties 32 (b) Performance and Obligations of the Company 32 (c) Material Adverse Change 32 (d) Opinions 32 8.3 Conditions to Obligations of the Company 76 Section 8.3. Additional Conditions to 33 (a) Representations and Warranties 33 (b) Performance of Obligations of Brekford 77 MergerCo and Parent 33 (c) Material Adverse Change 33 (d) Opinions 33 8.4 Frustration of Closing Conditions 33 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 Section 9.1. 33 9.1 Termination 78 Section 9.2. 33 9.2 Effect of Termination 79 Section 9.3. Amendment 80 Section 9.4. Waiver 80 35 ARTICLE X GENERAL PROVISIONS 80 Section 10.1. 37 10.1 Notices 37 10.2 Interpretation 38 10.3 Non-Survival of Representations, Warranties Warranties, Covenants and Agreements 80 Section 10.2. Notices 80 Section 10.3. Expenses 81 Section 10.4. Certain 38 10.4 Miscellaneous 38 10.5 Assignment 38 10.6 Severability 38 10.7 Choice of Law/Consent to Jurisdiction 38 10.8 No Agreement Until Executed 39 10.9 Extension; Waiver 39 10.10 Amendment 39 10.11 Additional Definitions 81 Section 10.5. Headings 82 Section 10.6. Severability 82 Section 10.7. Entire Agreement; No Third-Party Beneficiaries 83 Section 10.8. Assignment 83 Section 10.9. Governing Law 83 Section 10.10. Counterparts 83 AMENDED AND RESTATED AGREEMENT AND PLAN 39 INDEX OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2017 (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).DEFINED TERMS Term Section

CONDUCT OF BUSINESS PENDING. THE MERGERS 62 Section 6.1. Conduct of Business of Brekford 62 Section 6.2. Conduct of Business of the Company 65 Section 6.3. Exclusivity 68 Section 6.4. Subsequent Financial Statements 69 Section 6.5. Control of Operations 69 ARTICLE VII ADDITIONAL AGREEMENTS 69 Section 7.1. Registration Statement; Information Statement 69 Section 7.2. Stockholders’ Approval; Consummation of the Mergers 69 Section 7.3. Additional Agreements 70 Section 7.4. Notification of Certain Matters 70 Section 7.5. Access to Information 71 Section 7.6. Public Announcements 72 Section 7.7. Indemnification; Directors’ and Officers’ Insurance 72 Section 7.8. Employee Benefit Plans 72 Section 7.9. Management and Employment Arrangements 73 Section 7.10. Stock Exchange Listing 73 Section 7.11. Sale of Upfitting Business 73 Section 7.12. Post-Merger Novume Board of Directors 73 Section 7.13. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 ARTICLE VIII CONDITIONS TO MERGERS 75 Section 8.1. Conditions to the Obligations of Each Party to Effect the Mergers 75 Section 8.2. Additional Conditions to Obligations of the Company 76 Section 8.3. Additional Conditions to Obligations of Brekford 77 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 Section 9.1. Termination 78 Section 9.2. Effect of Termination 79 Section 9.3. Amendment 80 Section 9.4. Waiver 80 ARTICLE X GENERAL PROVISIONS 80 Section 10.1. Non-Survival of Representations, Warranties and Agreements 80 Section 10.2. Notices 80 Section 10.3. Expenses 81 Section 10.4. Certain Definitions 81 Section 10.5. Headings 82 Section 10.6. Severability 82 Section 10.7. Entire Agreement; No Third-Party Beneficiaries 83 Section 10.8. Assignment 83 Section 10.9. Governing Law 83 Section 10.10. Counterparts 83 SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 7July 12, 2017 (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc.LLC , a Delaware corporation limited liability company and a wholly-owned subsidiary of Novume previously existing as KeyStone Merger Sub, Inc. (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).

CONDUCT OF BUSINESS PENDING. THE MERGERS 62 Section 6.1CONSUMMATION 30 7.1 Affirmative Covenants of Frontstep. Conduct 30 7.2 Negative Covenants of Business Frontstep. 31 7.3 Covenants of Brekford 62 Section 6.2MAPICS. Conduct 33 7.4 Adverse Changes in Condition. 33 7.5 Reports. 33 7.6 Payment of Business of the Company 65 Section 6.3Certain Taxes. Exclusivity 68 Section 6.4. Subsequent Financial Statements 69 Section 6.5. Control of Operations 69 ARTICLE VII 34 Article 8 ADDITIONAL AGREEMENTS 69 Section 7.1. 34 8.1 Registration Statement; Information Statement 69 Section 7.2Proxy Statement; Shareholder Approval. Stockholders’ Approval34 8.2 Other Offers, Etc. 36 8.3 Nasdaq National Market Listing. 37 8.4 Antitrust Notification; Consummation Consents of the Mergers 69 Section 7.3Regulatory Authorities. Additional Agreements 70 Section 7.437 8.5 Filings with State Offices. Notification 38 8.6 Agreement as to Efforts to Consummate. 38 8.7 Investigation and Confidentiality. 38 8.8 Press Releases. 39 8.9 Tax Treatment. 39 8.10 State Takeover Laws. 39 8.11 Charter Provisions. 40 8.12 Agreement of Certain Matters 70 Section 7.5Affiliates. Access to Information 71 Section 7.640 8.13 Employee Benefits and Contracts. Public Announcements 72 Section 7.740 8.14 Indemnification. Indemnification; Directors’ and Officers’ Insurance 72 Section 7.8. Employee Benefit Plans 72 Section 7.9. Management and Employment Arrangements 73 Section 7.10. Stock Exchange Listing 73 Section 7.11. Sale 41 Table of Upfitting Business 73 Section 7.12. Post-Merger Novume Board of Directors 73 Section 7.13. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 ARTICLE VIII Contents Page Article 9 CONDITIONS PRECEDENT TO MERGERS 75 Section 8.1. Conditions to the Obligations of Each Party to Effect the Mergers 75 Section 8.2. Additional OBLIGATIONS TO CONSUMMATE 42 9.1 Conditions to Obligations of the Company 76 Section 8.3Each Party. Additional 42 9.2 Conditions to Obligations of Brekford 77 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 Section 9.1MAPICS. Termination 78 Section 9.244 9.3 Conditions to Obligations of Frontstep. 46 Article 10 TERMINATION 48 10.1 Termination. 48 10.2 Effect of Termination 79 Section 9.3Termination. Amendment 80 Section 9.4. Waiver 80 ARTICLE X GENERAL PROVISIONS 80 Section 10.1. 49 10.3 Non-Survival of Representations, Warranties Representations and Agreements 80 Section 10.2Covenants. Notices 80 Section 10.349 Article 11 MISCELLANEOUS 50 11.1 Definitions. Expenses 81 Section 10.450 11.2 Expenses. Certain Definitions 81 Section 10.560 11.3 Brokers and Finders. Headings 82 Section 10.6. Severability 82 Section 10.7. 61 11.4 Entire Agreement. 62 11.5 Amendments. 62 11.6 Waivers. 62 11.7 Assignment. 63 11.8 Notices. 63 11.9 Governing Law. 64 11.10 Counterparts. 64 11.11 Captions; No Third-Party Beneficiaries 83 Section 10.8Articles and Sections. Assignment 83 Section 10.964 11.12 Interpretations. Governing Law 83 Section 10.1064 11.13 Enforcement of Agreement. Counterparts 83 AMENDED AND RESTATED 65 11.14 Severability. 65 Table of Contents EXHIBIT INDEX Exhibit Description Page Exhibit 2 Restructuring Agreement 10 Exhibit 3 Affiliates Agreement 40 Exhibit 4 New Foothill Warrant 56 Table of Contents AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2017 MERGER (the this “Agreement”), ) is made and entered into as of November 24, 2002, by and among KeyStone SolutionsMAPICS, Inc., a Delaware corporation INC. (the “CompanyMAPICS”), Novume Solutionsa Georgia corporation; FP ACQUISITION SUB, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company INC. (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger SubaGeorgia corporation; and FRONTSTEP, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume INC. (“Brekford Merger SubFrontstep”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”)an Ohio corporation.

CONDUCT OF BUSINESS PENDING. THE MERGERS 62 Section 6.1MERGER 30 SECTION 4.01. Conduct of Business of Brekford 62 Section 6.2. Conduct of Business of by the Company 65 Section 6.3Pending the Merger. Exclusivity 68 Section 6.430 SECTION 4.02. Subsequent Financial Statements 69 Section 6.5Advice of Changes; Government Filings. Control of Operations 69 34 SECTION 4.03. Tax Matters. 34 ARTICLE VII V ADDITIONAL AGREEMENTS 69 Section 7.1. Registration Statement; Information Statement 69 Section 7.235 SECTION 5.01. Stockholders’ Approval; Consummation of the Mergers 69 Section 7.3Meeting. Additional Agreements 70 Section 7.435 SECTION 5.02. Notification of Certain Matters 70 Section 7.5Proxy Statement. 36 SECTION 5.03. Access to Information 71 Section 7.6Information; Confidentiality. Public Announcements 72 Section 7.737 SECTION 5.04. Indemnification; No Solicitation of Transactions. 37 SECTION 5.05. Employee Benefits Matters. 41 SECTION 5.06. Directors’ and Officers’ Insurance 72 Section 7.8Indemnification; Insurance. Employee Benefit Plans 72 Section 7.942 SECTION 5.07. Management and Employment Arrangements 73 Section 7.10Further Action; Reasonable Best Efforts. Stock Exchange Listing 73 Section 7.1144 SECTION 5.08. Sale Public Announcements. 44 SECTION 5.09. Takeover Statute. 45 SECTION 5.10. Financing. 45 SECTION 5.11. Disposition of Upfitting Business 73 Section 7.12Litigation. Post-Merger Novume Board of Directors 73 Section 7.1346 SECTION 5.12. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 2005 Financial Statements 46 ARTICLE VIII VI CONDITIONS TO MERGERS 75 Section 8.1THE MERGER 46 SECTION 6.01. Mutual Conditions to the Merger. 46 SECTION 6.02. Conditions to the Obligations of Each Party to Effect the Mergers 75 Section 8.2Parent and Merger Sub. Additional 47 SECTION 6.03. Conditions to Obligations of the Company 76 Section 8.3Company. Additional Conditions to Obligations of Brekford 77 48 ARTICLE IX VII TERMINATION, AMENDMENT AND WAIVER 78 Section 9.148 SECTION 7.01. Termination 78 Section 9.2Termination. 48 SECTION 7.02. Effect of Termination 79 Section 9.3Termination. Amendment 80 Section 9.449 SECTION 7.03. Waiver 80 ARTICLE X GENERAL PROVISIONS 80 Section 10.1Fees and Expenses. Non-Survival of Representations, Warranties and Agreements 80 Section 10.250 SECTION 7.04. Notices 80 Section 10.3Amendment. Expenses 81 Section 10.453 SECTION 7.05. Certain Definitions 81 Section 10.5Waiver. Headings 82 Section 10.6. Severability 82 Section 10.7. Entire Agreement; No Third-Party Beneficiaries 83 Section 10.8. Assignment 83 Section 10.9. Governing Law 83 Section 10.10. Counterparts 83 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2017 (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).53