Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Except for such contracts as are filed publicly in the Company SEC Reports, the Company has delivered or otherwise made available to Brekford true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly in the Company SEC Reports, the Company Brekford has delivered or otherwise made available to Brekford the Company true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company Brekford is a party affecting the obligations of any party thereunder) to which the Company Brekford or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company Brekford and each of its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company Brekford is a party involving employees of the CompanyBrekford); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company Brekford (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the CompanyBrekford, any of the CompanyBrekford’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 6.1 hereof, the “Company Brekford Contracts”). (b) Except as set forth on Schedule 5.19(b4.20(b): (i) There is no default under any Company Brekford Contract either by the Company Brekford or any of its Subsidiaries or, to the knowledge of the CompanyBrekford, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company Brekford or any of its Subsidiaries or, to the knowledge of the CompanyBrekford, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the CompanyBrekford. (ii) No party to any such Company Brekford Contract has given notice to the Company Brekford of or made a claim against the Company Brekford with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the CompanyBrekford. (c) Set forth on Schedule 5.19(c4.20(c) hereto is a list of each material contract, agreement or arrangement to which the Company Brekford or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (aSection 5.1(p) Except for such of the Disclosure Schedule lists all of the following contracts as are filed publicly in the Company SEC Reports, the Company has delivered or otherwise made available to Brekford true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries the Subsidiary is a party or by which either of them or any of its their properties or assets are may be bound that are material to the business("Listed Agreements"): (i) all employment or other contracts with any employee, properties consultant, officer or assets director of the Company and its Subsidiaries taken as a wholeor the Subsidiary (or any company which is controlled by any such individual) whose total rate of annual remuneration is estimated to exceed $50,000 in the fiscal year ended July 31, including1997; (ii) union, without limitation, all: guild or collective bargaining contracts relating to employees of the Company or the Subsidiary; (iiii) employment, consulting, non-competition, severance, golden parachute or indemnification contracts instruments for money borrowed (including, without limitation, any contract to which indentures, guarantees, loan agreements, sale and leaseback agreements, or purchase money obligations incurred in connection with the Company is a party involving employees acquisition of property other than in the Company); (iiordinary course of business) contracts granting a right in excess of first refusal or first negotiation; (iii) partnership or joint venture agreements$250,000; (iv) underwriting, purchase or similar agreements entered into in connection with the Company's or the Subsidiary's currently existing indebtedness; (v) agreements for the acquisition, sale acquisitions or lease of material properties or assets of the Company dispositions (by merger, purchase or sale of assets or stock or otherwise); (v) contracts of material assets entered into within the last two years, as to which the transactions contemplated have been consummated or agreements with any governmental entityare currently pending; (vi) joint venture or partnership agreements entered into; (vii) material licensing, merchandising and distribution contracts; (viii) contracts granting any person or arrangements limiting other entity registration rights; (ix) guarantees, suretyships, indemnification and contribution agreements in excess of $250,000; and (x) other contracts which materially affect the business, properties or restraining Novumeassets of the Company and the Subsidiary taken as a whole, and are not otherwise disclosed in this Agreement or were entered into other than in the Company, ordinary course of business. A true and complete copy (including all amendments) of each Listed Agreement has been made available to Acquiror. Neither the Company nor any subsidiary (i) is in breach or default under any of the Company’s Subsidiaries Listed Agreements or (ii) has any successor thereto from engaging knowledge of any other breach or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company or any of its Subsidiaries or, to the knowledge of the Company, Listed Agreement by any other party thereto, and no event has occurred that with the lapse of time thereto or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other partyperson or entity bound thereby, except in any such the case of (i) or (ii) breaches or defaults which would not, individually or in which such default or event could reasonably be expected to the aggregate, have a Material Adverse Effect on with respect to the Company and the Subsidiary. At the Effective Time, no person will have the right, by contract or otherwise, to become, nor does any entity have the right to designate or cause the Company to appoint a person as, a director of the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. Except as set forth on Section 3.17 of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of the Company Subsidiaries is a party to or bound by (collectively, the “Company Material Contracts”): (a) Except any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC and under National Instrument 51-102 – “Continuous Disclosure Obligations” of the Canadian Securities Administrators), excluding any Company Benefit Plan or Company Permit; (b) any contract relating to indebtedness for such contracts as are filed publicly borrowed money in the Company SEC Reportsexcess of $1,000,000 or any pledge agreement, the Company has delivered security agreement or otherwise made available to Brekford true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to other collateral agreement in which the Company or any of its Subsidiaries is Company Subsidiary granted to any Person a party security interest in or by which Lien on any of its properties or assets are bound that are material to the business, properties property or assets of the Company or any Company Subsidiary, or any agreement or instrument guaranteeing the debts or other obligations of any Person; (c) any contract that contains a non-competition restriction or other agreement or obligation that limits the manner in which the businesses of the Company and its the Company Subsidiaries is or would be conducted, including any contract that creates an exclusive dealing arrangement or right of first offer or refusal, in each case that would, after giving effect to the Transactions, materially impact the businesses and activities of the Company and the Company Subsidiaries, taken as a whole, including, without limitation, all: ; (id) employment, consulting, non-competition, severance, golden parachute any contracts with any (A) executive officer or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees director of the Company); , excluding any Company Benefit Plan, (iiB) contracts granting a right Affiliate, or (C) “associates” (or members of first refusal or first negotiation; any of their “immediate family”) (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such executive officer, director or affiliate; (e) any contract establishing a partnership, joint venture, strategic alliance, limited liability company agreement (other than any such agreement solely between or among the Company and the Company Subsidiaries) or other similar arrangement; (f) any contract that relates to the direct or indirect acquisition or disposition of any business or asset (whether by merger, purchase or sale of stock, sale of assets or stock otherwise) and would reasonably be expected to result in the receipt or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either making by the Company or any of its the Company Subsidiaries of future payments in excess of $1,000,000; (g) any contract that is material to the Company’s or any Company Subsidiary’s relationship with a material customer or material supplier; (h) any contract under which the Company or the Company Subsidiaries have granted or received any license or other rights with respect to material Intellectual Property or otherwise affecting their ability to own, enforce, use, license or disclose any material Intellectual Property (other than (A) licenses to “off-the-shelf,” non-customized, commercially available software for an aggregate license fee of less than $1,000,000, and (B) Intellectual Property assignment and confidentiality agreements entered into with employees and independent contractors of the Company and the Company Subsidiaries, in each case of this clause (h), in the ordinary course of business consistent with past practice); (i) any contract or agreement involving any resolution or settlement of any actual or threatened Action or other dispute which requires payment in excess of $50,000 or imposes continuing obligations on the Company or any Company Subsidiary, including injunctive or other non-monetary relief; (j) any contract with any Governmental Entity (other than a Company Permit); (k) any contract granting any royalty, production payment, earn-out, stream or other interest in the Company Mining Rights or the production or proceeds therefrom; (l) any contract that is a lease, sublease, license (relating to real property) or right of way or occupancy agreement that is material to the business of the Company and the Company Subsidiaries, taken as a whole; (m) any contract providing for subscription rights, preemptive rights, rights of first refusal or anti-dilution rights of any kind which obligate the Company or any Company Subsidiary to sell, issue or deliver any voting or equity securities based on actions that are outside of the Company’s control; or (n) any collective bargaining agreements or union agreements applicable to the Company or any Company Subsidiary and all related letters, memoranda of understanding, or other written communication with bargaining agents for any employees of the Company or any Company Subsidiary which impose obligations upon the Company or any Company Subsidiary. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (1) each Company Material Contract is valid and binding on the Company (or, to the knowledge extent a Company Subsidiary is a party, such Company Subsidiary) and is in full force and effect (subject to the Enforceability Exceptions) and (2) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Material Contract to which it is a party or bound. To the Company’s Knowledge, neither the Company nor any Company Subsidiary has received written or oral notice of, any violation or default (nor, to the Knowledge of the Company, by does there exist any other party thereto, and no event has occurred condition that with the lapse passage of time or the giving of notice or both would constitute result in such a default thereunder by violation or default) under any Company Material Contract, except in each case that would not, individually or in the Company or any of its Subsidiaries oraggregate, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Company Material Adverse Effect on the Company. (ii) No party to any such Effect. The Company Contract has given notice to the Company of furnished or made a claim against available to GX in the Company with respect to any breach or default thereunderVDR true and complete copies, in any such case all respects, of all Company Material Contracts, including amendments thereto that are material in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Companynature. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (aSection 5.1(p) Except for such contracts as are filed publicly in of the Company SEC Reports, ----------------- Disclosure Schedule lists all of the Company has delivered or otherwise made available to Brekford true, correct and complete copies of all following contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries a subsidiary is a party or by which any one of its them or any of their properties or assets are may be bound that are material to the business("Listed Agreements"): (i) all employment or other contracts with any employee, properties consultant, officer or assets director of the Company and its Subsidiaries taken as a wholeor any subsidiary of the Company (or any company which is controlled by any such individual) whose total rate of annual remuneration is estimated to exceed $100,000 in 1996; (ii) union, including, without limitation, all: guild or collective bargaining contracts relating to employees of the Company or any subsidiary; (iiii) employment, consulting, non-competition, severance, golden parachute or indemnification contracts instruments for money borrowed (including, without limitation, any contract to which indentures, guarantees, loan agreements, sale and leaseback agreements, or purchase money obligations incurred in connection with the Company is a party involving employees acquisition of property other than in the Company); (iiordinary course of business) contracts granting a right in excess of first refusal or first negotiation; (iii) partnership or joint venture agreements$500,000; (iv) underwriting, purchase or similar agreements entered into in connection with the Company's or any of its subsidiaries' currently existing indebtedness; (v) agreements for the acquisition, sale acquisitions or lease of material properties or assets of the Company dispositions (by merger, purchase or sale of assets or stock or otherwise); (v) contracts of material assets entered into within the last two years, as to which the transactions contemplated have been consummated or agreements with any governmental entityare currently pending; (vi) joint venture or partnership agreements entered into; (vii) material licensing, merchandising and distribution contracts; (viii) contracts granting any person or arrangements limiting other entity registration rights; (ix) guarantees, suretyships, indemnification and contribution agreements, in excess of $500,000; and (x) other contracts which materially affect the business, properties or restraining Novumeassets of the Company and its subsidiaries taken as a whole, and are not otherwise disclosed in this Agreement or were entered into other than in the Company, ordinary course of business. A true and complete copy (including all amendments) of each Listed Agreement has been made available to Acquiror. Neither the Company nor any subsidiary (i) is in breach or default under any of the Company’s Subsidiaries Listed Agreements or (ii) has any successor thereto from engaging knowledge of any other breach or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company or any of its Subsidiaries or, to the knowledge of the Company, Listed Agreement by any other party thereto, and no event has occurred that with the lapse of time thereto or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other partyperson or entity bound thereby, except in any such the case of (i) or (ii) breaches or defaults which would not, individually or in which such default or event could reasonably be expected to the aggregate, have a Material Adverse Effect on with respect to the Company and its subsidiaries. At the Effective Time, no person will have the right, by contract or otherwise, to become, nor does any entity have the right to designate or cause the Company to appoint a person as, a director of the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly in the Company SEC ReportsParent has Previously Disclosed a complete and accurate list of, the Company has delivered or otherwise made available to Brekford true, correct and true and complete copies of all contracts and agreements have been delivered or made available (and all amendments, modifications and supplements thereto and all side letters including via XXXXX) to which the Company is a party affecting of, all Contracts (in each case, other than any Parent Benefit Plans) (the obligations of any party thereunder“Parent Material Contracts”) to which which, as of the Company date hereof, it or any of its Consolidated Subsidiaries is a party party, or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company it or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of the CompanyParent, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company to which it or any of its Consolidated Subsidiaries oror their respective assets or properties may be subject: (1) any loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of Parent or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred; (2) any Contract other than this Agreement, with (A) any Consolidated Subsidiaries of Parent, (B) any current or former Employee or controlling stockholder of it or except with respect to investments set forth in the knowledge Parent SEC Reports or Parent Interim Financials any Affiliate of such Person, or (C) any “associate” or member of the Company, any other party“immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a Person identified in clause (A) or (B) of this paragraph, in any such each case in which such default excess of $250,000 (individually or event could together with all related Contracts); (3) any Contract that creates future payment obligations, including settlement agreements, in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of Parent or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent); (4) except with respect to investments set forth in the Parent SEC Reports or Parent Interim Financials, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to Parent and its Consolidated Subsidiaries, taken as a whole; (5) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of Parent and its Consolidated Subsidiaries (taken as a whole) is or could be conducted or the types of business that Parent and its Consolidated Subsidiaries conducts or may conduct; (6) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after January 1, 2008 other than Contracts entered into in the Companyordinary course of business with respect to investments set forth in the Parent SEC Reports or Parent Interim Financials; (7) any Contract that obligates Parent or any of its Consolidated Subsidiaries to conduct any business that is material to Parent and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party or, upon consummation of the Merger, will obligate Parent, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; (8) any Contract with a Governmental Entity; (9) any Parent Managed Fund Contract; (10) any Contract relating to any collateral management, investment advisory or other management or advisory fees in excess of $250,000 per year payable by or to Parent or any of its Consolidated Subsidiaries; or (11) any other Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to Parent or its financial condition or results of operations. (b) Each Parent Material Contract is (i) valid and binding on Parent or its applicable Consolidated Subsidiary and, to Parent’s knowledge, each other party thereto, (ii) No party to any such Company Contract has given notice enforceable in accordance with its terms (subject to the Company of Bankruptcy and Equity Exception), and (iii) is in full force and effect other than as would not, individually or made a claim against in the Company with respect to any breach or default thereunderaggregate, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on with respect to Parent. Neither Parent nor any of its Consolidated Subsidiaries nor, to Parent’s knowledge, any other party thereto, is in breach of any provisions of or in default (or, with the Company. (cgiving of notice or lapse of time or both, would be in default) Set forth on Schedule 5.19(c) hereto is under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a list right of each material contracttermination or acceleration under, agreement any Parent Material Contract other than as would not, individually or arrangement in the aggregate, reasonably be expected to which have a Material Adverse Effect with respect to Parent. No Parent Material Contract has been amended, modified or supplemented other than as would not, individually or in the Company aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent. No event has occurred with respect to Parent or any of its Consolidated Subsidiaries is that, with or without the giving of notice, the lapse of time or both, would constitute a party material breach, violation or may be bound and default under, give rise to a right of termination, modification, cancellation, foreclosure, prepayment or acceleration under or result in the terms imposition of which a Lien pursuant to, any of the rights Parent Material Contracts other than as would not, individually or obligations of in the aggregate, reasonably be expected to have a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant Material Adverse Effect with respect to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated herebyParent.

Certain Contracts. (a) Except for such contracts as are filed publicly in any advisory agreements, selling agreements or employment agreements, neither the Company SEC Reports, the Company has delivered or otherwise made available to Brekford true, correct and complete copies Acquired Companies nor any of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company their respective Subsidiaries is a party affecting to or bound by: (i) any non-competition Contract which purports to limit or restrict in any material respect the obligations manner in which, or the localities in which, the business of any party thereunderAcquired Company or its Subsidiaries is conducted, (ii) to which the any material Contract, not otherwise terminable on sixty (60) or fewer days’ notice, providing for any payments that are conditioned, in whole or in part, on, or any Contract that is terminable upon or otherwise prohibits, a change of control of any Acquired Company or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the businessrespective Subsidiaries, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership any Contract which would reasonably be expected to materially delay the consummation of the transactions contemplated by this Agreement or joint venture agreements; (iv) agreements for any Contract not made in the acquisition, sale ordinary course of business that would require any payment or lease series of material properties payments in an amount greater than $500,000 per year or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”)year. (b) Except as set forth Each Company Material Contract is valid and binding on Schedule 5.19(b): the Acquired Company party thereto (ior, to the extent a Subsidiary of an Acquired Company is a party, such Subsidiary) There and, to the Knowledge of Seller, any other party thereto and is no in full force and effect. Neither the Acquired Companies nor any of their respective Subsidiaries is in material breach or default under any Company Contract either by the Company or any of its Subsidiaries or, to the knowledge Material Contract. As of the Companydate hereof, neither Seller, any Acquired Company nor any Subsidiary of any Acquired Company has received written notice of any material violation or default under any Company Material Contract by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly set forth in the exhibit index to any Company SEC ReportsReport, or as set forth on Section 4.13 of the Company has delivered or otherwise made available to Brekford trueDisclosure Schedule, correct and complete copies as of all contracts and agreements (and all amendmentsthe date hereof, modifications and supplements thereto and all side letters to which neither the Company nor any Company Subsidiary is a party affecting to or bound by: (i) any Contract relating to the obligations incurrence or guarantee of any party thereunder) to which Indebtedness by the Company or any Company Subsidiary in an amount in excess in the aggregate of its Subsidiaries $25,000,000; (ii) any “material contract” (as such term is a party defined in Item 601(b)(10) of Regulation S-K of the SEC); (iii) any joint venture or by which partnership agreement related to the formation, creation, operation or management of any of its properties joint venture or assets are bound partnership that are is material to the businessCompany and the Company Subsidiaries, properties or assets taken as a whole; (iv) any material Contract with one of the top ten (10) customers of the Company and its Subsidiaries the Company Subsidiaries, taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets as determined by revenue of the Company (by mergerand the Company Subsidiaries during the 12 months ended December 31, purchase or sale of assets or stock or otherwise); 2014; (v) contracts or agreements any material Contract with any governmental entity; one of the top ten (10) vendors to the Company and the Company Subsidiaries, taken as a whole, as determined by expenditures by the Company and the Company Subsidiaries during the 12 months ended December 31, 2014; (vi) contracts any Contract relating to the acquisition or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either disposition by the Company or any of its Subsidiaries orof properties or assets for, in each case, aggregate consideration of more than $25 million pursuant to which the Company or any of the Company Subsidiaries has continuing material “earn-out” or other payment obligations and any Contract entered into subsequent to June 1, 2012 relating to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time acquisition or the giving of notice or both would constitute a default thereunder disposition by the Company or any of its Subsidiaries of properties or assets for, in each case, aggregate consideration of more than $25 million pursuant to which the Company or any of the Company Subsidiaries has continuing material indemnification obligations, except, in each case, for acquisitions and dispositions of properties and assets in the ordinary course of business (including acquisitions of supplies and acquisitions and dispositions of inventory); (vii) any Contract that (a) materially restricts the ability of the Company and the Company Subsidiaries to engage or compete in any material business or material product line or compete with any person in any material geographical area or to solicit any customers (other than distribution agreements entered into in the ordinary course of business), or (b) to the Company’s Knowledge, limits the ability of Parent or any Parent Subsidiaries (other than the Company or any Company Subsidiary) to do so following the Closing; (viii) any Contract that provides for any material payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries or all or substantially all of their assets, other than any Company Benefit Plan set forth in Section 4.11(a) of the Company Disclosure Schedule; (ix) any Contract that grants any right of first refusal or right of first offer or similar right with respect to any assets or businesses of the Company and its Subsidiaries that are material to the Company and its Subsidiaries, taken as a whole; (x) any material Company IP Contract. Each such Contract described in clauses (i) – (x) is referred to herein as a “Company Material Contract”. (b) Except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Company and the Company Subsidiaries, taken as a whole, each Company Material Contract is valid and binding on the Company (or, to the knowledge extent a Company Subsidiary is a party, such Company Subsidiary) and, to the Knowledge of the Company, any other party thereto, and is in full force and effect and enforceable against the Company or the Company Subsidiary, as applicable (except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies). Except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary, nor, to the Knowledge of the Company, any other party, is in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunderunder any Company Material Contract, in any and no event has occurred or condition exists which, with notice or the passage of time or both, would constitute such case in which such a breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which default. Neither the Company nor any Company Subsidiary has received notice of any material violation or default under any of its Subsidiaries is a Company Material Contract by any other party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant thereto. Prior to the terms date hereof, the Company has made available to Parent true and complete copies of any such contract, agreement or arrangement) as a result of the transactions contemplated herebyall Company Material Contracts.

Certain Contracts. (a) Except for such contracts as are filed publicly in Section 3.15(a) of the Company SEC ReportsDisclosure Schedule contains a true, the Company has delivered or otherwise made available to Brekford correct and complete list, and true, correct and complete copies have been made available to Buyer of, all of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters the following Contracts to which the Company is a party affecting or to which its assets, property or business is bound or subject (other than purchase orders in the obligations ordinary course of business consistent with past practice): (i) Contracts governing the borrowing of money or the guarantee or the repayment of Debt or granting of Encumbrances on any party thereunder) to property or asset of the Company (including any such Contract under which the Company has incurred any Debt) in excess of $100,000; (ii) Contracts providing for the employment of any Person other than offer letters confirming at-will employment; (iii) joint venture Contracts, partnership agreements or limited liability company agreements; (iv) Contracts (excluding Contracts for Leased Real Property) with annual expenditures after the date of this Agreement in excess of $100,000 which are not terminable by the Company upon thirty (30) days’ notice without payment of a fee or other penalty; (v) Contracts between the Company, on the one hand, and any board member, Company Employee or Affiliate of its Subsidiaries is a party or by which any the Company, on the other hand (other than employment arrangements, including stock option grant agreements, entered into in the ordinary course of its properties or assets are bound that are material to business); (vi) Contracts containing covenants limiting the business, properties or assets freedom of the Company and its Subsidiaries taken as to compete with any Person in any line of business or in any geographic area or market; (vii) Contracts for the use of or restricting the use of Intellectual Property, other than for COTS Software; (viii) Contracts providing for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise or equipment (including but not limited to computer hardware or software or other property or services, but excluding COTS Software) with annual expenditures after the date of this Agreement in excess of $100,000, except for purchase orders submitted in the ordinary course of business; (ix) Contracts granting to any Person a wholefirst refusal, includingfirst offer or similar preferential right to purchase or acquire any right, asset or property of the Company; (x) Contracts pertaining to the lease of equipment or other personal property with annual expenditures after the date of this Agreement in excess of $50,000; (xi) Contracts providing for any offset, countertrade or barter arrangement with annual expenditures after the date of this Agreement in excess of $100,000; (xii) Contracts involving any distributor, sales representative, broker or advertising arrangement which are not terminable by the Company upon thirty (30) days’ notice without limitationpayment of a fee or other penalty; (xiii) Contracts involving management services, all: (i) employmentconsulting services, consultingsupport services or any other similar services, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to including service agreements under which the Company is a party required to provide services to insurers, self insured employees or any governmental or private health plan, managed care plan or other similar Person with annual expenditures after the date of this Agreement in excess of $100,000; (xiv) Contracts involving employees the acquisition of any business enterprise whether via stock or asset purchase or otherwise in excess of $100,000; or (xv) any other material Contract with annual expenditures after the Company); (iidate of this Agreement in excess of $100,000. Contracts listed or required to be listed on Section 3.15(a) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements Disclosure Schedule are referred to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, herein as the “Company Listed Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There Each Listed Contract is no default under any Company Contract either by in full force and effect in all material respects and represents a legally valid and binding obligation of the Company enforceable in accordance with its terms. The Company has performed, in all material respects, all obligations required to be performed by it under each of the Listed Contracts to which it is a party. There are no (with or any without the lapse of its Subsidiaries time or the giving of notice or both) material defaults or, to the knowledge Knowledge of the Company, threatened material defaults by the Company or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or has not waived any of its Subsidiaries or, to the knowledge of the Company, rights under any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the CompanyListed Contract. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly disclosed in Section 3.14(a) of the Company SEC ReportsDisclosure Schedule (i) neither the Company nor any of its Subsidiaries is a party to or bound by any contract or understanding (whether written or oral) with respect to the employment or termination of any present or former officers, the employees, directors or consultants. The Company has delivered or otherwise made available to Brekford true, Parent true and correct and complete copies of all contracts employment agreements and termination agreements (and all amendmentswith officers, modifications and supplements thereto and all side letters employees, directors, or consultants to which the Company or any of its Subsidiaries is a party affecting or is bound. (b) Except as disclosed in Section 3.14(b) of the obligations Company Disclosure Schedule, (i) as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party thereunderto or bound by any commitment, agreement or other instrument which is material to the results of operations or financial condition of the Company and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which any of its properties or assets are them is bound that are material to limits the business, properties or assets freedom of the Company and or any of its Subsidiaries taken as to compete in any line of business or with any person, and (iii) neither the Company nor any of its Subsidiaries is a whole, including, without limitation, all: party to any collective bargaining agreement. For purposes of subparagraph (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitationabove, any contract with a remaining term of greater than one (1) year or involving the payment of more than $25,000 (other than contracts relating to banking transactions in the ordinary course of business consistent with past practice) shall be deemed material. (c) Except as disclosed in Section 3.14(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, nor to the best knowledge of the Company, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which the Company will be the creditor) or arrangement to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”)party. (bd) Except as set forth on Schedule 5.19(b):in Section 3.14(d) of the Company Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make any payment of any kind to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between the Company and such party, other than the payments contemplated by this Agreement. (e) Except as set forth in Section 3.14(e) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any contract (whether written or oral) (i) There with respect to the services of any directors, consultants or other independent contractors, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, the Surviving Corporation or any of their respective Subsidiaries to any director, officer, consultant or independent contractor thereof. (f) Except as set forth in Section 3.14(f) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is no default under a party to or bound by any Company Contract either contract (whether written or oral) which (i) is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 30 days or less notice involving the payment of more than $25,000 per annum, or (v) which materially restricts the conduct of any line of business by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the CompanySubsidiaries. (iig) No party to any such Company Contract has given notice to Section 3.14(g) of the Company Disclosure Schedule contains a schedule showing the good faith estimated present value as of or made December 31, 2003 of the monetary amounts payable (including any Tax indemnification payments in respect of income and/or excise Taxes) and identifying the in-kind benefits due under any plan other than a claim against Tax-qualified plan for each director of the Company and each officer of the Company with respect to any breach the position of vice president or default thereunderhigher, specifying the assumptions in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Companyschedule. (ch) Set forth on Schedule 5.19(cAs of the date of this Agreement (and effective as of the Effective Time), C. Xxxxxxx Xxxxxxxxx (the “Contract Employee”) hereto is a list of each material contract, has executed an employment agreement or arrangement to which with the Company in the form of Exhibit D (the “Employment Agreement”). Under the Employment Agreement, among other things, the Contract Employee has consented to certain changes in his duties, powers and functions following the Merger and to waive any right to obtain “change of control” or any of its Subsidiaries is a party or may be bound and severance payments (including under the terms of which any of current Change in Control Agreement between the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to Company and the terms of any such contract, agreement or arrangementContract Employee) as a result of the transactions contemplated herebyMerger. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14, whether or not set forth in Section 3.14 of the Company Disclosure Schedule, is referred to herein as a “Company Contract”. The Company has previously delivered or made available to Parent’s counsel true and correct copies of each Company Contract.

Certain Contracts. (a) Except as set forth in Section 4.13(a) of the Parent Disclosure Schedule and excluding any Parent Benefit Plan, as of the date hereof, neither Parent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) that provides for such contracts as are filed publicly the incurrence of indebtedness for borrowed money of Parent or any of its Subsidiaries or the guaranty of indebtedness for borrowed money of third parties, in each case, in an aggregate principal amount in excess of $500,000,000 (other than securities sold under agreement to repurchase, in each case, incurred in the Company SEC Reportsordinary course of business), (iii) other than entered into in the ordinary course of business, that relates to the acquisition or disposition of any assets or any business (whether by merger, sale of stock, sale of assets or otherwise) since January 1, 2016 for a purchase price in excess of $1,000,000,000 and with any outstanding obligations as of the date of this Agreement (including any unpaid earnout or continuing indemnity provisions) or (iv) that limits in any material respect the payment of dividends by Parent or any of its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 4.13(a) in existence as of the date hereof (excluding any Parent Benefit Plan), whether or not set forth in the Parent Disclosure Schedule, is referred to herein as a “Parent Contract.” (provided that, for purposes of the first sentence of Section 4.13(b), the Company term “Parent Contract” will include any of the above entered into after the date hereof that would have been a Parent Contract if it had been in existence as of the date hereof). (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, (i) each Parent Contract is valid and binding on Parent or one of its Subsidiaries, as applicable, and in full force and effect (unless terminated after the date of this Agreement in accordance with its terms and Section 5.3), (ii) each of Parent and its Subsidiaries has delivered performed all obligations required to be performed by it prior to the date hereof under each Parent Contract, (iii) to the knowledge of Parent, each third-party counterparty to each Parent Contract has performed all obligations required to be performed by it to date under such Parent Contract, (iv) no event or otherwise condition exists which constitutes or, after notice or lapse of time or both, will constitute, a default on the part of Parent or any of its Subsidiaries under any such Parent Contract, and (v) neither Parent nor any of its Subsidiaries knows of, or has received written notice of, any violation of any Parent Contract by any of the other parties thereto. Parent has made available to Brekford the Company prior to the date hereof true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets each Parent Contract in existence as of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 date hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly in the Company SEC Reports, the Company Telco has delivered or otherwise made available to Brekford EXCEL true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company Telco is a party affecting the obligations of any party thereunder) to which the Company Telco or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company Telco and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company Telco is a party involving employees of the CompanyTelco); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company Telco (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts relating to telecommunications facilities and/or with facilities-based carriers; (vii) contracts or arrangements limiting or restraining NovumeHoldings, the CompanyTelco, any of the Company’s Telco's Subsidiaries or any successor thereto from engaging or competing in any business; and (viiviii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 6.1 hereof, the “Company "Telco Contracts”"). (b) Except as set forth on Schedule 5.19(b4.21(b): (i) There is no default under any Company Telco Contract either by the Company Telco or any of its Subsidiaries or, to the knowledge of the CompanyTelco, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company Telco or any of its Subsidiaries or, to the knowledge of the CompanyTelco, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the CompanyTelco. (ii) No party to any such Company Telco Contract has given notice to the Company Telco of or made a claim against the Company Telco with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the CompanyTelco. (c) Set forth on Schedule 5.19(c4.21(c) hereto is a list of each material contract, agreement or arrangement to which the Company Telco or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly Section 3.14(a) of the Company Disclosure Letter contains a list of all of the following Contracts (other than those set forth on an exhibit index in the Company SEC Reports, Reports filed prior to the Company has delivered or otherwise made available to Brekford true, correct and complete copies date of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunderthis Agreement) to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of its properties them is bound (other than this Agreement or assets any Related Document): (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses are bound that are material conducted; (ii) any Contract granting any Person registration or other purchase or sale rights with respect to any Equity Interest in the business, properties Company or assets any Company Subsidiary; (iii) any voting agreement relating to any Equity Interest of the Company and its Subsidiaries taken as a whole, including, without limitation, all: or any Company Subsidiary; (iiv) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract Contract outside the ordinary course to which the Company or any Company Subsidiary is a party that entitles the other party or parties thereto to receive the benefits thereof without incurring the obligation to pay for same within sixty days after services are provided involving employees an amount of the Company); (ii) contracts granting a right of first refusal $20,000 or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise)more; (v) contracts any Contract outside the ordinary course between the Company or agreements with any governmental entityCompany Subsidiary and any current or former Affiliate of the Company; (vi) contracts any Contract or arrangements limiting agreement for the borrowing of money with a borrowing capacity or restraining Novume, the Company, any outstanding Indebtedness of the Company’s Subsidiaries $100,000 or any successor thereto from engaging more; or competing in any business; and (vii) all commitments and agreements to enter into any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the foregoing SEC) with a value (collectivelycumulative revenue or expense) estimated in good faith by the Company in excess of $100,000 (all Contracts of the types described in clauses (i) through (vii), together with any such contracts entered into regardless of whether listed in accordance with Section 6.2 hereof3.14(a) of the Company Disclosure Letter and regardless of whether in effect as of the date of this Agreement, the being referred to herein as “Company Material Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by Each of the Company Material Contracts is, to the Knowledge of the Company, in full force and effect. Except for such matters that, individually or in the aggregate, do not constitute a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries orKnows of, or has received written notice of, any breach or violation of, or default under (nor, to the knowledge Knowledge of the CompanyCompany and its Subsidiaries, by does there exist any other party thereto, and no event has occurred that condition which with the lapse passage of time or the giving of notice or both would constitute result in such a violation or default thereunder by the under), any Company Material Contract, or any of its Subsidiaries or, to the knowledge has received written notice of the Company, any desire of the other party, in any such case in which such default party or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party parties to any such Company Material Contract to exercise any rights such party has given notice to the Company of cancel, terminate or made a claim against the Company with respect to any breach repudiate such Contract or default exercise remedies thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly in Company Disclosure Schedule 5.11(a) lists the Company SEC Reportsfollowing ---------------------------------- agreements (collectively, the Company has delivered or otherwise made available to Brekford true"Material Contracts"), correct and complete copies of all including, without limitation, leases, purchase contracts and agreements (and all amendmentscommitments, modifications and supplements thereto and all side letters to which the Company is a party affecting or by which the obligations Company or any of its properties or assets is bound: (i) all agreements involving an annual commitment or payment by any party thereunderthereto of more than $100,000 individually or in any group of related agreements; (ii) all joint venture, sales agency, sales representative or distributorship, broker, franchise or similar agreements; (iii) all license agreements pursuant to which the Company licenses any intellectual property from another party that are material to the Company's business and all license agreements pursuant to which the Company licenses intellectual property to other parties that were not entered into in the ordinary course of business; (iv) all leases of real and personal property that is material to the Company's business and operations; (v) all notes, bonds, mortgages, security agreements, guarantees and other agreements and instruments for or relating to any lending or borrowing by the Company in any amount (exclusive of advances to employees for expenses in the ordinary course of business); (vi) all powers of attorney, guarantees, suretyships or similar agreements; and (vii) all other agreements (other than agreements with the Company's customers described in Section 5.11(f)) to which the Company or any of its Subsidiaries Shareholder is a party or by and either (A) which any of its properties or assets are bound that are is material to the business, properties Company's business or assets (B) the breach of the Company and its Subsidiaries taken as or default under which would have a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of Material Adverse Effect on the Company (by merger, purchase or sale for purposes of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and this Clause (vii) all commitments and agreements only, breaches or defaults which cause only a cash Liability of $50,000 individually or $100,000 in the aggregate shall not be deemed to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”cause a "Material Adverse Effect"). (b) Except as set forth on Company Disclosure Schedule 5.19(b):5.11(b), to ----------------------------------- the Knowledge of the Company and the Shareholders, each of the Material Contracts is valid, binding and enforceable on the parties thereto in accordance with its terms. The Company has provided a true and complete copy of each Material Contract to Purchaser. (c) Except as disclosed in Company Disclosure Schedule 5.11(c), (i) There ----------------------------------- the Company is not a party to or bound by any agreement or understanding (whether written or oral) with respect to the employment of any officers, employees, directors or consultants, and (ii) the consummation of the transactions contemplated by this Agreement and the other Purchase Agreements will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) or other obligation becoming due from the Company to any officer, employee, director, shareholder or consultant thereof. Company Disclosure Schedule 5.11(c) sets ----------------------------------- forth true and correct copies of all severance or employment agreements with officers, directors, employees, agents or consultants to which the Company is a party. (d) Except as disclosed in Company Disclosure Schedule 5.11(d), no default under any Company Contract either by ----------------------------------- agreement or understanding to which the Company or any Shareholder is a party or by which any of its Subsidiaries orthem is bound limits the freedom of the Company or any Shareholder to compete in any line of business or with any person. (e) Except as disclosed in Company Disclosure Schedule 5.11(e), ----------------------------------- neither the Company nor any Shareholder nor, to the knowledge Knowledge of the CompanyCompany or the Shareholders, by any other party thereto, is in default under any of the Material Contracts or any other material agreement to which the Company or any Shareholder is a party or to which its or their properties is bound; to the Company's and the Shareholders' Knowledge, no event has occurred that which (whether with the or without notice, lapse of time or the giving happening or occurrence of notice or both any other event) would constitute a default thereunder by entitling any party to terminate a Material Contract or other such agreement or to otherwise claim or collect damages the Company or any impact of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to would have a Material Adverse Effect on the Company; and the continuation, validity and effectiveness of all such Material Contracts and agreements under the current terms thereof and the current rights and obligations of the Company and the Shareholders thereunder will in no way be affected, altered or impaired by the consummation of the transactions contemplated hereby and by the other Purchase Agreements. Except as disclosed in Company Disclosure Schedule 5.11(e), upon consummation of the transactions ---------------------------------- contemplated by this Agreement and the other Purchase Agreements, the Company will be entitled to continue to enjoy the material advantages and benefits of the business arrangements, agreements, opportunities and relationships of the Company as it enjoyed prior to the date hereof without interference or interruption. (iif) No party to any such Company Contract has given notice to Disclosure Schedule 5.11(f) sets forth samples of ----------------------------------- contracts, licenses and other agreements used in the ordinary course of its business in connection with the sale by the Company of or made a claim against its products and services to customers. The actual contracts, licenses, and other agreements entered into with customers contain substantially the Company with respect same terms as the samples provided, subject to any breach or default thereunderchanges negotiated and entered into in the ordinary course of business, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of changes do not materially adversely impact the rights or obligations of a party thereto will be modified or altered (includingthe Company under such contracts, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated herebylicenses and agreements.

Certain Contracts. (a) Except for such contracts as are filed publicly in the Company EXCEL SEC Reports, the Company EXCEL has delivered or otherwise made available to Brekford Telco true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company EXCEL is a party affecting the obligations of any party thereunder) to which the Company EXCEL or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company EXCEL and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company EXCEL is a party involving employees of the CompanyEXCEL); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company EXCEL (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts relating to telecommunications facilities and/or with facilities-based carriers; (vii) contracts or arrangements limiting or restraining NovumeHoldings, the CompanyEXCEL, any of the Company’s EXCEL's Subsidiaries or any successor thereto from engaging or competing in any business; and (viiviii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company "EXCEL Contracts”"). (b) Except as set forth on Schedule 5.19(b5.20(b): (i) There is no default under any Company EXCEL Contract either by the Company EXCEL or any of its Subsidiaries or, to the knowledge of the CompanyEXCEL, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company EXCEL or any of its Subsidiaries or, to the knowledge of the CompanyEXCEL, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the CompanyEXCEL. (ii) No party to any such Company EXCEL Contract has given notice to the Company EXCEL of or made a claim against the Company EXCEL with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the CompanyEXCEL. (c) Set forth on Schedule 5.19(c5.20(c) hereto is a list of each material contract, agreement or arrangement to which the Company EXCEL or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly in Section 3.14(a) of the Company SEC ReportsDisclosure Schedule contains a complete and accurate list, as of the date hereof, of each of the following Contracts of any type (other than employment related agreements set forth on Section 3.10 or Section 3.13 of the Company Disclosure Schedule), to which any member of the Company Group is a party and has delivered or otherwise remaining obligations, copies of each of which have been made available to Brekford true, correct and complete copies Parent: (i) any Contract (or group of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters related Contracts) requiring payments by or to which the Company is Group in excess of $100,000 annually; (ii) any Contract or commitment (or group of related Contracts or commitments) to make a party affecting capital expenditure or to purchase or sell a capital asset in excess of $100,000 individually by or on behalf of the Company or any of its Subsidiaries; (iii) any bond, indenture, note, loan or credit agreement or other Contract relating to the borrowing of money or to the guarantee or assumption of the obligations of any party thereunderother Person for borrowed money or under which it has imposed a Lien on any of its material assets, tangible or intangible, except for any Permitted Liens; (iv) any Contract limiting or restricting the freedom of the Company or any of its Subsidiaries to engage in any line of business; (v) any lease or similar agreement under which the Company or any of its Subsidiaries is a party the lessor of, or makes available for use by which any third Person, any tangible personal property owned by the Company or any of its properties Subsidiaries, in each case for an annual rent in excess of $100,000 individually; (vi) any lease pursuant to which the Company or assets are bound that are material its Subsidiaries leases any real property; (vii) any joint venture, partnership or other ownership arrangements or agreements (but excluding referral, alliance and similar agreements (or group of related referrals, alliances or agreements) requiring payments by or to the Company Group of less than $100,000 annually); (viii) any outstanding loan, advance or investment by the Company or any of its Subsidiaries to any Person other than travel loans or advances made in the ordinary course of business, properties consistent with past practice; (ix) any Contract for the employment of any individual on a full-time or assets part-time basis providing base annual compensation at a rate in excess of $100,000 during the year ended December 31, 2012; (x) severance, “stay pay” or termination agreement with any officer or other employee of the Company or its Subsidiaries; and (xi) any Contract for the acquisition of any operating business or the capital stock of any other person. (b) Each Contract of any type or form required to be set forth in Sections 3.10, 3.13 and its Subsidiaries taken 3.14(a) of the Company Disclosure Schedule (or, in each case, any subsection thereof), whether or not set forth in such Schedules, is referred to herein as a whole, including, without limitation, all“Material Contract.” With respect to each Material Contract: (i) employmentas of the date hereof, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which such Material Contract is in full force and effect and is valid and enforceable against the Company is or the applicable Subsidiary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting the enforcement of creditors' rights generally and legal principles of general applicability governing the availability of equitable remedies (whether considered in a party involving employees of the Companyproceeding in equity or at law or under applicable legal codes); (ii) contracts granting a right neither the Company nor any of first refusal its Subsidiaries is in material breach or first negotiationdefault thereof, nor has the Company or any of its Subsidiaries received written notice that the Company or any of its Subsidiaries is in material breach or default thereof; and (iii) partnership no event has occurred which, with notice, or joint venture agreements; (iv) agreements for the acquisitionlapse of time or both, sale would constitute a breach or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either thereof by the Company or any of its Subsidiaries or, to the knowledge Knowledge of the Company, by any other party theretothereto or would permit termination, modification, or acceleration thereof by any other party thereto and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of has repudiated any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly set forth in the Company SEC Reportsexhibit index to the SuperMedia 2011 10-K or as set forth on Section 3.13 of the SuperMedia Disclosure Schedule, as of the Company has delivered or otherwise made available to Brekford trueOriginal Agreement Date, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company neither SuperMedia nor any SuperMedia Subsidiary is a party affecting to or bound by (i) any Contract relating to the obligations incurrence or guarantee of any party thereunder) to which the Company Indebtedness by SuperMedia or any SuperMedia Subsidiary in an amount in excess in the aggregate of $10,000,000 (collectively, “SuperMedia Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition Contract, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of SuperMedia or its Subsidiaries is a party to solicit customers or by which (B) the manner in which, or the localities in which, all or any of its properties or assets are bound that are material to the business, properties or assets portion of the business of SuperMedia and the SuperMedia Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Dex Surviving Company and its Subsidiaries Subsidiaries, is or would be conducted, (iv) any Contract providing for any payments to an officer, director or Affiliate of SuperMedia or, in excess of $1,000,000, to any other Person that are conditioned, in whole or in part, on a change of control of SuperMedia or any SuperMedia Subsidiary, (v) any collective bargaining agreement or other agreement or arrangement with any labor organization, (vi) any joint venture or partnership agreement related to the formation, creation, operation or management or any joint venture or partnership that is material to SuperMedia and the SuperMedia Subsidiaries, taken as a whole, including, without limitation, all: (ivii) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a Contract that grants any right of first refusal or right of first negotiation; offer or similar right that limits or purports to limit the ability of SuperMedia or any SuperMedia Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (iiiviii) partnership any material Contract Table of Contents that contains a “most favored nation” or joint venture agreements; other term providing preferential pricing or treatment to a third party, and (ivix) agreements for any Contract not made in the acquisition, sale ordinary course of business which (A) is material to SuperMedia and the SuperMedia Subsidiaries taken as a whole or lease of material properties or assets (B) which would reasonably be expected to materially delay the consummation of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries Mergers or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing other transaction contemplated by this Agreement (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company SuperMedia Material Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by With such exceptions that would not, individually or in the Company or any of its Subsidiaries oraggregate, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on SuperMedia: (i) Each SuperMedia Material Contract is valid and binding on SuperMedia (or, to the Company.extent a Subsidiary of SuperMedia is a party, such Subsidiary) and, to the Knowledge of SuperMedia, any other party thereto, and is in full force and effect and enforceable against SuperMedia or a SuperMedia Subsidiary, as applicable (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies); and (ii) No party to Neither SuperMedia nor any such Company Contract has given notice SuperMedia Subsidiary is, and, to the Company Knowledge of or made a claim against the Company with respect to any SuperMedia, no other party thereto is, in breach or default thereunder, in under any such case in which such breach or default could reasonably be expected to have a SuperMedia Material Adverse Effect on the CompanyContract. (c) Set forth on Schedule 5.19(cPrior to the Original Agreement Date, SuperMedia has made available to Dex true and complete copies of all SuperMedia Material Contracts. (d) hereto is For purposes of this Agreement, “Indebtedness” of a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or Person means (i) all obligations of a party thereto will be modified or altered such Person for borrowed money, (includingii) all obligations of such Person evidenced by bonds, without limitationdebentures, any acceleration notes and similar agreements, (iii) all leases of rights or obligations thereunder such Person capitalized pursuant to the terms GAAP, and (iv) all obligations of any such contractPerson under sale-and-lease back transactions, agreement or arrangement) as a result of the transactions contemplated herebyagreements to repurchase securities sold and other similar financing transactions.

Certain Contracts. (a) Except for such contracts as are filed publicly in Neither the Company SEC Reports, the Company has delivered or otherwise made available to Brekford true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to which the Company or nor any of its Subsidiaries is a party to or bound by which any of its properties contract, arrangement, commitment or assets are bound that are material to the business, properties understanding (whether written or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Companyoral); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There with respect to the employment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) that is no default under a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Reports, (iii) that restricts the conduct of any Company Contract either line of business by the Company or any of its Subsidiaries or, to the knowledge or upon consummation of the Company, by any other party thereto, and no event has occurred that with Merger will restrict the lapse ability of time Parent or the giving Surviving Corporation to engage in any line of notice business in which a financial holding company or both would constitute bank holding company may lawfully engage or (iv) with or to a default thereunder by labor union or guild (including any collective bargaining agreement). Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) and in Section 3.11(a), whether or not set forth in the Company or Disclosure Schedule, is referred to herein as a "Company Contract," and neither the Company nor any of its Subsidiaries orknows of, to the knowledge or has received notice of, any violation of the Companyabove by any of the other parties thereto that will have, any other partyeither individually or in the aggregate, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (i) Each Company Contract is valid and binding on the Company or any of its Subsidiaries, as applicable, and in full force and effect, (ii) No party the Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on the Company, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract has given notice to Contract, except where such default, either individually or in the Company of or made a claim against the Company with respect to any breach or default thereunderaggregate, in any such case in which such breach or default could reasonably be expected to will not have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly set forth in Section 4.13(a) of the Company SEC ReportsDisclosure Schedule, as of the date hereof, neither the Company has delivered or otherwise made available to Brekford true, correct and complete copies nor any of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company its Subsidiaries is a party affecting to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the obligations of any party thereunderSEC) to be performed after the date of this Agreement, (ii) which restricts the rights of the Company or any of its Subsidiaries is a party to compete in any material respect in any line of business in any geographic area or by with any Person, or which requires exclusive referrals of business or requires the Company or any of its properties Subsidiaries to offer specified products or assets are bound that are material services to their customers on an exclusive basis, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) which relates to the businessincurrence of indebtedness (other than capital leases) in the principal amount of $15,000,000 or more, properties or assets of the Company and its Subsidiaries taken except as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of may be incurred in connection with the Company); ’s revolving credit line or the issuance of letters of credit, in each case, pursuant to that certain Credit Agreement, dated as of February 14, 2013, among the Company, the lenders party thereto from time to time, and Xxxxxx Xxxxxxx Senior Funding, Inc. as administrative agent, (iiv) contracts granting which grants any Person a right of first refusal refusal, right of first offer or first negotiation; (iii) partnership similar right with respect to any material properties, assets or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets businesses of the Company (by mergeror its Subsidiaries, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts which involves the purchase of assets, other than in the ordinary course of business, with a purchase price of $3,000,000 or arrangements limiting more in any single case or restraining Novume$12,000,000 in all such cases, or (vii) which involves the Companysale of assets, other than in the ordinary course of business, with a purchase price of $1,500,000 or more in any single case or $8,000,000 in all such cases. Each contract, arrangement, commitment or understanding of the type described in this Section 4.13(a), whether or not publicly disclosed in the Company SEC Reports filed prior to the date hereof or set forth in Section 4.13(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract”, and neither the Company nor any of its Subsidiaries has received written notice of any material violation of a Company Contract by any of the Company’s Subsidiaries other parties thereto. The Company has made available to the Parent (which requirement may be satisfied by posting such information in the online data room established by the Company prior to the date hereof) all contracts which involved payments by the Company or any successor thereto from engaging of its Subsidiaries in fiscal year 2016 of more than $5,000,000 or competing in any business; and (vii) all commitments and agreements which could reasonably be expected to enter into any involve payments during fiscal year 2017 of the foregoing (collectively, together with more than $5,000,000 other than any such contracts contract that is terminable at will on one-hundred twenty (120) days or less notice without payment of a penalty in excess of $5,000,000, other than any contract entered into in accordance with on or after the date hereof that is permitted under the provisions of Section 6.2 hereof, the “Company Contracts”)6.2. (b) Except as set forth on Schedule 5.19(b): in Section 4.13(b) of the Company Disclosure Schedule, (i) There is no default under any each Company Contract either is valid and binding on the Company and in full force and effect (other than due to the ordinary expiration of the term thereof), and, to the Knowledge of the Company, is valid and binding on the other parties thereto, in each case, as enforceability may be limited by the Bankruptcy and Equity Exceptions, (ii) the Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material default on the part of the Company or any of its Subsidiaries orunder any such Company Contract, except, in each case, with respect to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both foregoing clauses (i) through (iii) as would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could not reasonably be expected to have result in, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly set forth in the Company SEC Reportsexhibit index to the SuperMedia 2011 10-K or as set forth on Section 3.13 of the SuperMedia Disclosure Schedule, as of the Company has delivered or otherwise made available to Brekford trueOriginal Agreement Date, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company neither SuperMedia nor any SuperMedia Subsidiary is a party affecting to or bound by (i) any Contract relating to the obligations incurrence or guarantee of any party thereunder) to which the Company Indebtedness by SuperMedia or any SuperMedia Subsidiary in an amount in excess in the aggregate of $10,000,000 (collectively, “SuperMedia Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition Contract, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of SuperMedia or its Subsidiaries is a party to solicit customers or by which (B) the manner in which, or the localities in which, all or any of its properties or assets are bound that are material to the business, properties or assets portion of the business of SuperMedia and the SuperMedia Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Dex Surviving Company and its Subsidiaries Subsidiaries, is or would be conducted, (iv) any Contract providing for any payments to an officer, director or Affiliate of SuperMedia or, in excess of $1,000,000, to any other Person that are conditioned, in whole or in part, on a change of control of SuperMedia or any SuperMedia Subsidiary, (v) any collective bargaining agreement or other agreement or arrangement with any labor organization, (vi) any joint venture or partnership agreement related to the formation, creation, operation or management or any joint venture or partnership that is material to SuperMedia and the SuperMedia Subsidiaries, taken as a whole, including, without limitation, all: (ivii) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a Contract that grants any right of first refusal or right of first negotiation; offer or similar right that limits or purports to limit the ability of SuperMedia or any SuperMedia Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (iiiviii) partnership any material Contract that contains a “most favored nation” or joint venture agreements; other term providing preferential pricing or treatment to a third party, and (ivix) agreements for any Contract not made in the acquisition, sale ordinary course of business which (A) is material to SuperMedia and the SuperMedia Subsidiaries taken as a whole or lease of material properties or assets (B) which would reasonably be expected to materially delay the consummation of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries Mergers or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing other transaction contemplated by this Agreement (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company SuperMedia Material Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by With such exceptions that would not, individually or in the Company or any of its Subsidiaries oraggregate, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on SuperMedia: (i) Each SuperMedia Material Contract is valid and binding on SuperMedia (or, to the Company.extent a Subsidiary of SuperMedia is a party, such Subsidiary) and, to the Knowledge of SuperMedia, any other party thereto, and is in full force and effect and enforceable against SuperMedia or a SuperMedia Subsidiary, as applicable (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies); and (ii) No party to Neither SuperMedia nor any such Company Contract has given notice SuperMedia Subsidiary is, and, to the Company Knowledge of or made a claim against the Company with respect to any SuperMedia, no other party thereto is, in breach or default thereunder, in under any such case in which such breach or default could reasonably be expected to have a SuperMedia Material Adverse Effect on the CompanyContract. (c) Set forth on Schedule 5.19(cPrior to the Original Agreement Date, SuperMedia has made available to Dex true and complete copies of all SuperMedia Material Contracts. (d) hereto is For purposes of this Agreement, “Indebtedness” of a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or Person means (i) all obligations of a party thereto will be modified or altered such Person for borrowed money, (includingii) all obligations of such Person evidenced by bonds, without limitationdebentures, any acceleration notes and similar agreements, (iii) all leases of rights or obligations thereunder such Person capitalized pursuant to the terms GAAP, and (iv) all obligations of any such contractPerson under sale-and-lease back transactions, agreement or arrangement) as a result of the transactions contemplated herebyagreements to repurchase securities sold and other similar financing transactions.

Certain Contracts. (a) Except for such contracts as are filed publicly in Company Disclosure Schedule 5.11(a) lists the Company SEC Reportsfollowing ----------------------------------- agreements (collectively, the Company has delivered or otherwise made available to Brekford true"Material Contracts"), correct and complete copies of all including, without limitation, leases, purchase contracts and agreements (and all amendmentscommitments, modifications and supplements thereto and all side letters to which the Company is a party affecting or by which the obligations Company or any of its properties or assets is bound: (i) all agreements involving an annual commitment or payment by any party thereunderthereto of more than $100,000 individually or in any group of related agreements; (ii) all joint venture, sales agency, sales representative or distributorship, broker, franchise or similar agreements; (iii) all license agreements pursuant to which the Company licenses any intellectual property from another party that are material to the Company's business and all license agreements pursuant to which the Company licenses intellectual property to other parties that were not entered into in the ordinary course of business; (iv) all leases of real and personal property that is material to the Company's business and operations; (v) all notes, bonds, mortgages, security agreements, guarantees and other agreements and instruments for or relating to any lending or borrowing by the Company in any amount (exclusive of advances to employees for expenses in the ordinary course of business); (vi) all powers of attorney, guarantees, suretyships or similar agreements; and (vii) all other agreements (other than agreements with the Company's customers described in Section 5.11(f) below) to which the Company or any of its Subsidiaries Shareholder is a party or by and either (A) which any of its properties or assets are bound that are is material to the business, properties Company's business or assets (B) the breach of the Company and its Subsidiaries taken as or default under which would have a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of Material Adverse Effect on the Company (by merger, purchase or sale for purposes of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and this clause (vii) all commitments and agreements only, breaches or defaults which cause only cash Liabilities of $50,000 individually or $100,000 in the aggregate shall not be deemed to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”cause a "Material Adverse Effect"). (b) Except as set forth on Company Disclosure Schedule 5.19(b):5.11(b), to ----------------------------------- the Knowledge of the Company and the Shareholders, each of the Material Contracts is valid, binding and enforceable on the parties thereto in accordance with its terms. The Company has provided a true and complete copy of each Material Contract to InterCept and Purchaser. (c) Except as disclosed in Company Disclosure Schedule 5.11(c), (i) There ----------------------------------- the Company is not a party to or bound by any agreement or understanding (whether written or oral) with respect to the employment of any officers, employees, directors or consultants, and (ii) the consummation of the transactions contemplated by this Agreement and the other Purchase Agreements will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) or other obligation becoming due from the Company to any officer, employee, director, shareholder or consultant thereof. Company Disclosure Schedule 5.11(c) sets ----------------------------------- forth true and correct copies of all severance or employment agreements with officers, directors, employees, agents or consultants to which the Company is a party. (d) Except as disclosed in Company Disclosure Schedule 5.11(d), no default under any Company Contract either by ----------------------------------- agreement or understanding to which the Company or any Shareholder is a party or by which any of its Subsidiaries orthem is bound limits the freedom of the Company or any Shareholder to compete in any line of business or with any person. (e) Except as disclosed in Company Disclosure Schedule 5.11(e), ----------------------------------- neither the Company nor any Shareholder nor, to the knowledge Knowledge of the CompanyCompany or the Shareholders, by any other party thereto, is in default under any of the Material Contracts or any other material agreement to which the Company or any Shareholder is a party or to which its or their properties is bound; to the Company's and the Shareholders' Knowledge, no event has occurred that which (whether with the or without notice, lapse of time or the giving happening or occurrence of notice or both any other event) would constitute a default thereunder by entitling any party to terminate a Material Contract or other such agreement or to otherwise claim or collect damages the Company or any impact of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to would have a Material Adverse Effect on the Company; and the continuation, validity and effectiveness of all such Material Contracts and agreements under the current terms thereof and the current rights and obligations of the Company and the Shareholders thereunder will in no way be affected, altered or impaired by the consummation of the transactions contemplated hereby and by the other Purchase Agreements. Except as disclosed in Company Disclosure Schedule 5.11(e), upon consummation of the transactions ----------------------------------- contemplated by this Agreement and the other Purchase Agreements, the Company will be entitled to continue to enjoy the material advantages and benefits of the business arrangements, agreements, opportunities and relationships of the Company as it enjoyed prior to the date hereof without interference or interruption. (iif) No party Company Disclosure Schedule 5.11(f) sets forth samples of ----------------------------------- contracts, licenses and other agreements used in the ordinary course of its business in connection with the sale of its products and services to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on customers by the Company. (c) Set forth on Schedule 5.19(c) hereto is a list . The actual contracts, licenses, and other agreements entered into with customers contain substantially the same terms as the samples provided, subject to changes negotiated and entered into in the ordinary course of each material contractbusiness, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of changes do not materially adversely impact the rights or obligations of a party thereto will be modified or altered (includingthe Company under such contracts, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated herebylicenses and agreements.

Certain Contracts. (a) Except for such contracts as are filed publicly 4.15.1 Neither SSE nor any of the SSE Subsidiaries is in the Company SEC Reportsdefault or non-compliance under any material contract, the Company has delivered agreement, commitment, arrangement, lease, insurance policy or otherwise made available to Brekford true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters other instrument to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries it is a party or by which any of its properties assets, business or assets are operations may be bound that are material to the businessor affected, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts whether entered into in accordance with Section 6.2 hereofthe ordinary course of business or otherwise and whether written or oral, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company or any of its Subsidiaries or, and to the knowledge Knowledge of the Company, by SSE there has not occurred any other party thereto, and no event has occurred that with the lapse of time or the giving of notice notice, or both both, would constitute such a default thereunder or non-compliance. 4.15.2 Except as set forth in Section 4.15.2 of the SSE Disclosure Schedule, neither SSE nor any of the SSE Subsidiaries is a party to, is bound or affected by, receives, or is obligated to pay benefits under: (a) any agreement, arrangement, policy or commitment, including without limitation any agreement, indenture or other instrument, relating to the borrowing of money by the Company SSE or any of its the SSE Subsidiaries or(other than in the case of BSC deposits, Federal Reserve or Federal Home Loan Bank advances, federal funds purchased and securities sold under agreements to repurchase in the ordinary course of business) or the guarantee by SSE or any of the SSE Subsidiaries of any obligation; (b) any agreement, arrangement, policy or commitment relating to the knowledge employment of a consultant or the employment, election or retention in office of any present or former director, officer or employee of SSE or any of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company.SSE Subsidiaries; (c) Set forth on Schedule 5.19(c) hereto is a list of each material contractany agreement, agreement arrangement, policy or arrangement understanding pursuant to which the Company any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of SSE or any of its the SSE Subsidiaries upon execution of this Agreement or the Bank Merger Agreement or upon or following consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement (either alone or in connection with the occurrence of any additional acts or events); (d) any agreement, arrangement, policy or understanding pursuant to which SSE or any of the SSE Subsidiaries is obligated to indemnify any director, officer, employee or agent of SSE or any of the SSE Subsidiaries; (e) any agreement, arrangement, policy or understanding to which SSE or any of the SSE Subsidiaries is a party or may be bound and under the terms of by which any of the rights same is bound which limits the freedom of SSE or obligations any of the SSE Subsidiaries to compete in any line of business or with any person; (f) any assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with or by any Bank Regulator; (g) any agreement (other than any agreement with a party thereto banking customer for the provision of banking services entered into by SSE or any of the SSE Subsidiaries in the ordinary course of business) that involves a payment or series of payments of more than $50,000 in any one (1) year from or to SSE or any of the SSE Subsidiaries; (h) any agreement, arrangement or understanding, any of the benefits of which will be modified increased, or altered (includingthe vesting of the benefits of which will be accelerated, without limitation, any acceleration of rights or obligations thereunder pursuant to by the terms occurrence of any such contract, agreement or arrangement) as a result of the transactions contemplated herebyby this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement; or (i) any other agreement, arrangement or understanding that would be required to be filed as an exhibit to SSE’s Annual Report on Form 10-K under the Exchange Act, which has not been so filed.

Certain Contracts. (a) Except for such contracts as are filed publicly set forth in SCHEDULE 3.14, as of the date hereof, neither the Company SEC Reports, the Company has delivered or otherwise made available to Brekford true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company nor any Subsidiary is a party affecting to, or is bound by: (i) any agreement, contract or other commitment outside of the obligations ordinary course of business involving payments by or to the Company or any Subsidiary of more than $1,000,000 in any 12-month period; (ii) any severance agreement or contract for the employment of any party thereunderofficer or employee (other than any contract which is terminable without liability upon notice of 180 days or less), or any severance agreement or contract of employment with a former officer, director or employee, pursuant to which, in any case, payments in excess of $50,000 in any 12-month period are required to be made by the Company or any Subsidiary after the date hereof; (iii) any contract or obligation relating to any outstanding indebtedness for borrowed money by the Company or any Subsidiary, other than borrowings less than $1,000,000 in the aggregate; (iv) except for guarantees of obligations between or among the Company and the Subsidiaries, any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person outside of the ordinary course of business; (v) any collective bargaining agreement; (vi) any agreement which obligates the Company or any Subsidiary not to compete with any business or which otherwise restrains or prevents the Company or any of its the Subsidiaries is a party or by which from carrying on any of its properties or assets are bound that are material lawful business (excluding customary restrictive covenants contained in agreements previously provided to the business, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the CompanyPurchaser); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and or (vii) all commitments and any sales, marketing or distribution agreements to enter into any generating revenues or expenditures in excess of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”)$500,000. (b) Complete and correct copies of all contracts, agreements and other instruments referred to in SCHEDULE 3.14 have been made available to Purchaser by the Company, except to the extent that disclosure of any of the foregoing is restricted by applicable confidentiality agreements. (c) Except as set forth on Schedule 5.19(b): (i) There disclosed in SCHEDULE 3.14, all contracts, agreements and other instruments referred to in SCHEDULE 3.14 are in full force and effect and neither the Company nor 16 any Subsidiary, nor, to the knowledge of the Company any third party including any employee of the Company or its Subsidiaries, is no in breach of or default under any Company Contract either by the Company such contract, agreement or any of its Subsidiaries instrument or, to the knowledge of the Company, by under any other party thereto, and no event has occurred that non-competition agreement with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other third party, in any such case in except for breaches and defaults which such default or event could reasonably be expected to have not had and would not have a Material Adverse Effect on the CompanyEffect. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (aSection 3.1(r) Except for such contracts as are filed publicly in of the Company SEC ReportsDisclosure Letter sets forth a true and correct list of each contract, the Company has delivered arrangement, lease, license, commitment or otherwise made available to Brekford true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) understanding to which the Company or a Company Subsidiary is a party to or is bound (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) that contains covenants that limit or restrict the ability of the Company or any Company Subsidiary (or which, following the consummation of the Merger, could restrict the ability of the Surviving Corporation or any of its Subsidiaries is a party affiliates) to (A) engage in any type of business, (B) compete in any business or by which with any person or in any geographic area or distribution or sales channel, or (C) solicit customers or sell, supply or distribute any service or product; (iii) that would prohibit or materially delay the consummation of the Merger or any of its properties the transactions contemplated by this Agreement; (iv) that relates to the incurring of indebtedness for borrowed money by the Company or assets are bound any of the Company Subsidiaries in excess of $1,000,000; (v) that provides for any payments that are conditioned, in whole or in part, on a change of control of the Company or any Company Subsidiary; (vi) that is material to the business, properties Company or assets any of the Company and its Subsidiaries Subsidiaries, taken as a whole, includingpertaining to Intellectual Property Rights (excluding any generally available, without limitationoff-the-shelf, all: (i) employmentclick wrap, consultingshrink wrap, non-competition, severance, golden parachute custom or indemnification contracts (including, without limitation, any contract to which open source software programs licensed by the Company is a party involving employees or any of the CompanyCompany Subsidiaries); (iivii) contracts granting entered into since September 30, 2008 with respect to the acquisition or divestiture of all or any portion of a right business or (viii) that was not entered into in the ordinary course of first refusal business and involves or first negotiation; (iii) partnership would reasonably be expected to involve payments by or joint venture agreements; (iv) agreements for to the acquisition, sale Company or lease of material properties or assets any of the Company Subsidiaries in excess of $250,000 annually or $500,000 in the aggregate over the term of the contract and that is not terminable within thirty (30) days of the Effective Time without payment by mergerthe Company or the Company Subsidiaries (the agreements, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, and obligations set forth in the Company, any exhibit index of the Company’s Subsidiaries or any successor thereto from engaging or competing Annual Report on Form 10-K for the fiscal year ended September 30, 2009 and the agreements, contracts and obligations listed in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): clauses (i) through (viii) being referred to herein as “Company Material Contract”). Each Company Material Contract is valid and binding on the Company and any Company Subsidiary that is a party thereto and, to the knowledge of the Company, each other party thereto and is in full force and effect. There is no default under any Company Material Contract either by the Company or any of its Subsidiaries Company Subsidiary or, to the knowledge of the Company, by any other party theretoparty, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries Company Subsidiary, or, to the knowledge of the Company, by any other party, in any such each case in which such default or event could except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunderEffect. True, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list correct and complete copies of each material contract, agreement or arrangement Company Material Contract have been made available to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated herebyParent.

Certain Contracts. Except as set forth in Schedule 3.15, none of the Neptune Companies is a party to, or bound by, nor are any of their respective properties subject to, or bound by any contract, license, agreement, commitment, arrangement, understanding, or other instrument (in each case whether oral or written) relating to the following ("Company Contracts"): (a) Except payments by or to any of the Neptune Companies of more than $2,500,000 in any 12-month period (other than the Funded Indebtedness); (b) the employment of any officer or employee (other than any contract which is terminable without liability upon notice of 90 days or less), or any contract of employment with a former officer or employee, in each case pursuant to which payments in excess of $125,000 in any 12-month period are required to be made by any of the Neptune Companies after the date hereof; (c) any outstanding indebtedness or guarantees for such contracts as are filed publicly borrowed money by any of the Neptune Companies, other than borrowings under the Funded Indebtedness and borrowings not in excess of $1,000,000 in the Company SEC ReportsOrdinary Course; (d) except for guarantees of obligations between or among the Neptune Companies and except pursuant to the Funded Indebtedness, any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person outside of the Company has delivered Ordinary Course; (e) any collective bargaining agreement; (f) any agreement prohibiting, partially restricting, or otherwise made limiting the ability of any Neptune Company to compete, solicit customers, or otherwise conduct any business anywhere in the world; (g) through the date hereof, capital expenditures other than those forecasted in the current operating budget; (h) any joint venture or partnership agreement providing for the sharing of profits; (i) any agreement requiring the consent of any party thereto to the consummation of the transactions contemplated by this Agreement where the failure to obtain such consent could cause a Material Adverse Effect; (j) any executory agreement relating to the acquisition or sale of any company, business, division, or other enterprise; (k) any material agreement for the purchase and sale of any goods or services at rates or terms which are materially different from generally available rates or terms; (l) any agreement that provides for an increased payment, bonus or benefit, or accelerated vesting, upon the execution hereof or the Closing or in connection with the transactions contemplated hereby; (m) any agreement granting to Brekford trueany Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets of any of the Neptune Companies; (n) any agreement with any agent, distributor or representative that is not terminable without penalty on sixty (60) days' or less notice; and (o) any agreement providing for the indemnification or holding harmless of any officer, director, manager employee or Seller. True, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters Company Contracts have been made available to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company or any of its Subsidiaries or, to Purchaser. To the knowledge of the Company, there is no existing material default or breach by any other party theretoNeptune Company under any material Company Contract (or event or condition that, and no event has occurred that with the notice or lapse of time or the giving of notice or both would could constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such material default or event could reasonably be expected to have a Material Adverse Effect on the Companymaterial breach). (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly in Company Disclosure Schedule 5.11(a) lists the Company SEC Reportsfollowing agreements (collectively, the Company has delivered or otherwise made available to Brekford true"MATERIAL CONTRACTS"), correct and complete copies of all including, without limitation, leases, purchase contracts and agreements (and all amendmentscommitments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to or by which the Company or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b):bound: (i) There all agreements involving an annual commitment or payment by any party thereto of more than $10,000 individually or $25,000 in the aggregate or which have a fixed term extending more than 12 months from the date hereof; (ii) all joint venture, sales agency, sales representative or distributorship, broker, franchise, license or similar agreements; (iii) all leases of real property and all leases of personal property that is no default under material to the Company's business; (iv) all notes, bonds, mortgages, security agreements, guarantees and other agreements and instruments for or relating to any Company Contract either lending or borrowing by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case amount (exclusive of advances to employees for expenses in the ordinary course of business); (v) all powers of attorney, guarantees, suretyships or similar agreements; and (vi) all other written agreements the breach of or default under which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (iib) No party to any such Except as set forth on Company Contract Disclosure Schedule 5.11(b), each of the Material Contracts is in full force and effect, has given notice not been modified, rescinded, cancelled, or amended and, to the Company best of or made a claim against the Company with respect to any breach or default thereunderShareholders' Knowledge, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect is valid, binding and enforceable on the Company.parties thereto in accordance with its terms. The Company has provided a copy of each Material Contract to Parent and Acquisition Corp. (c) Set Except as disclosed in Company Disclosure Schedule 5.11(c), (i) the Company is not a party to or bound by any agreement or understanding (whether written or oral) with respect to the employment of any officers, employees, directors or consultants, and (ii) the consummation of the transactions contemplated by this Agreement and the other Purchase Agreements will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from the Company to any officer, employee, director, shareholder or consultant thereof. Company Disclosure Schedule 5.11(c) sets forth on Schedule 5.19(c) hereto true and correct copies of all severance or employment agreements with officers, directors, employees, agents or consultants to which the Company is a list of each material contractparty. (d) Except as disclosed in Company Disclosure Schedule 5.11(d), no agreement or arrangement understanding to which the Company or any of its Subsidiaries Shareholder is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.by which

Certain Contracts. (a) Except for such Section 3.16 of the Disclosure Schedule lists the following agreements or contracts, written or oral (collectively, with the Section 3.13 Leases and the customer contracts as are filed publicly with those customers referenced in the Company SEC ReportsSection 3.17, the Company has delivered or otherwise made available to Brekford true"Listed Contracts"), correct and complete copies in effect as of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations date of any party thereunder) this Agreement to which the Company or any of its Subsidiaries Company Subsidiary is a party party: (i) any commitment, contract or agreement (other than the Leases listed on Section 3.13 of the Disclosure Schedule, the customer contracts listed on Section 3.17 of the Disclosure Schedule and provider contracts), involving aggregate payments by which the Company or any Company Subsidiary for the six months ended on the Balance Sheet Date of its properties more than $500,000 and that is not cancelable by the Company without liability within 60 days; (ii) any lease of personal property involving any annual expense in excess of $500,000 and not cancelable by the Company without liability within 60 days; (iii) any material joint venture agreement for a Company Active Entity; (iv) any agreement with a hospital or assets are bound that are material provider, including a professional corporation, involving payments by or to the businessCompany or any Company Subsidiary in the six months ended on the Balance Sheet Date in excess of $2,500,000 and not cancelable by the Company without liability within 90 days; (v) any note, properties loan, letter of credit, bond or assets contract relating to indebtedness for borrowed money or capitalized leases, or other Contract in respect of which the Company or any Company Subsidiaries are obligated in any way after the date hereof to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any Person, other than intercompany indebtedness between the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, nonwholly-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; owned Subsidiary; (vi) contracts any indemnity arrangement arising in connection with any sale or arrangements limiting disposition of assets for proceeds in excess of $1,000,000 wherein the Company or restraining Novumeany Company Subsidiary is the indemnitor; (vii) any agreement containing covenants presently limiting, in any material respect, the freedom of the Company, any Company Subsidiary or, to the Company's Knowledge as of the Company’s Subsidiaries date hereof, any Company Active Entity, to compete with any person in any line of business or in any area or territory (including exclusivity arrangements binding upon the Company or any successor thereto from engaging Company Subsidiary) or competing which contains a "most favored nations" provision or similar provision affecting the pricing of customer contracts; (viii) contracts for capital expenditures requiring payments by the Company or any Company Subsidiary after the date hereof in excess of $500,000 for any businesssingle project; (ix) any "Administrative Services Only" contract relating to plans (whether public or private) with more than 10,000 covered lives or any risk-based customer contracts which provided in excess of $10 million in annual revenue during fiscal year 1997; and and (viix) all commitments and agreements to enter into any executory contracts of the foregoing (collectively, together with Company or any such contracts entered into Company Subsidiary for the acquisition or disposition of assets or businesses for proceeds individually in accordance with Section 6.2 hereof, the “Company Contracts”)excess of $1,000,000. (b) Except as set forth on Schedule 5.19(b): (iin Section 3.16(b) There is no default under of the Disclosure Schedule, neither the Company nor any Company Subsidiary is in material breach or violation of, or material default under, any of the Listed Contracts. Except as set forth on Section 3.16(b) of the Disclosure Schedule, each Listed Contract either by is a valid agreement, arrangement or commitment of the Company or any Company Subsidiary which is a party thereto, enforceable against the Company or Company Subsidiary in accordance with its terms and is a valid agreement, arrangement or commitment of its Subsidiaries or, to the knowledge of the Company, by any each other party thereto, and no event has occurred that enforceable against such party in accordance with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries orterms, to the knowledge of the Company, any other party, except in any such each case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or where enforceability may be bound limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and under the terms application of which any of the rights equitable principles or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated herebyremedies.

Certain Contracts. (a) Except for such contracts as are filed publicly set forth in the exhibit index for the Company's Annual Report on Form 10-K for the year ended December 31, 2003 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) of the Company SEC ReportsDisclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by (i) any agreement relating to the incurring of Indebtedness (as defined in this Section 3.1(f)) by the Company or any of its Subsidiaries in an amount in excess in the aggregate of $250,000, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "INSTRUMENTS OF INDEBTEDNESS"), (ii) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of the Company or its businesses to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or would be conducted, (iv) any agreement providing for the indemnification by the Company or a Subsidiary of the Company of any Person, (v) any joint venture or partnership agreement, (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own or operate any business or own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business, (vii) any contract or agreement providing for any material (individually or in the aggregate) payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries, (viii) any collective bargaining agreement, (ix) any agreement with, or for the benefit of, any past or present director or officer of the Company under which the Company has delivered a continuing obligation, whether fixed or otherwise made available contingent, and any employment agreement with, or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations (other than as required by law) to, any employee or former employee of the Company or its Subsidiaries (any such Person, hereinafter, an "EMPLOYEE"), (x) any agreement regarding any agent bank or other similar relationships with respect to Brekford truelines of business, correct and complete copies (xi) any agreement that contains a "most favored nation" clause or other term providing preferential pricing or treatment to a third party, (xii) any agreement material to the Company pertaining to the use of all contracts and agreements (and all amendmentsor granting any right to use or practice any rights under any Intellectual Property, modifications and supplements thereto and all side letters to which whether the Company is a party affecting the obligations of licensee or licensor thereunder, (xiii) any party thereunder) material agreements pursuant to which the Company or any of its Subsidiaries is a party leases any real property, (xiv) any contract or by which any of its properties or assets are bound that are agreement material to the businessCompany providing for the outsourcing or provision of servicing of customers, properties technology or assets product offerings of the Company or its Subsidiaries, and its Subsidiaries taken as a whole, including, without limitation, all: (ixv) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract or other agreement not made in the ordinary course of business consistent with past practice which (A) is material to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both (B) which would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on materially delay the Company. (ii) No party to any such Company Contract has given notice to consummation of the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company Merger or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.by this Agreement (the

Certain Contracts. (aSection 5.1(p) Except for such contracts as are filed publicly in of the Company SEC Reports, Disclosure Schedule lists all of the Company has delivered or otherwise made available to Brekford true, correct and complete copies of all following contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries a subsidiary is a party or by which any one of its them or any of their properties or assets are may be bound that are material to the business("Listed Agreements"): (i) all employment or other contracts with any employee, properties consultant, officer or assets director of the Company and its Subsidiaries taken as a wholeor any subsidiary of the Company (or any company which is controlled by any such individual) whose total rate of annual remuneration is estimated to exceed $100,000 in 1996; (ii) union, including, without limitation, all: guild or collective bargaining contracts relating to employees of the Company or any subsidiary; (iiii) employment, consulting, non-competition, severance, golden parachute or indemnification contracts instruments for money borrowed (including, without limitation, any contract to which indentures, guarantees, loan agreements, sale and leaseback agreements, or purchase money obligations incurred in connection with the Company is a party involving employees acquisition of property other than in the Company); (iiordinary course of business) contracts granting a right in excess of first refusal or first negotiation; (iii) partnership or joint venture agreements$500,000; (iv) underwriting, purchase or similar agreements entered into in connection with the Company's or any of its subsidiaries' currently existing indebtedness; (v) agreements for the acquisition, sale acquisitions or lease of material properties or assets of the Company dispositions (by merger, purchase or sale of assets or stock or otherwise); (v) contracts of material assets entered into within the last two years, as to which the transactions contemplated have been consummated or agreements with any governmental entityare currently pending; (vi) joint venture or partnership agreements entered into; (vii) material licensing, merchandising and distribution contracts; (viii) contracts granting any person or arrangements limiting other entity registration rights; (ix) guarantees, suretyships, indemnification and contribution agreements, in excess of $500,000; and (x) other contracts which materially affect the business, properties or restraining Novumeassets of the Company and its subsidiaries taken as a whole, and are not otherwise disclosed in this Agreement or were entered into other than in the Company, ordinary course of business. A true and complete copy (including all amendments) of each Listed Agreement has been made available to Acquiror. Neither the Company nor any subsidiary (i) is in breach or default under any of the Company’s Subsidiaries Listed Agreements or (ii) has any successor thereto from engaging knowledge of any other breach or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company or any of its Subsidiaries or, to the knowledge of the Company, Listed Agreement by any other party thereto, and no event has occurred that with the lapse of time thereto or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other partyperson or entity bound thereby, except in any such the case of (i) or (ii) breaches or defaults which would not, individually or in which such default or event could reasonably be expected to the aggregate, have a Material Adverse Effect on with respect to the Company and its subsidiaries. At the Effective Time, no person will have the right, by contract or otherwise, to become, nor does any entity have the right to designate or cause the Company to appoint a person as, a director of the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly set forth in Section 4.13(a) of the Company SEC ReportsDisclosure Schedule, as of the date hereof, neither the Company has delivered or otherwise made available to Brekford true, correct and complete copies nor any of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company its Subsidiaries is a party affecting to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the obligations of any party thereunderSEC) to be performed after the date of this Agreement, (ii) which restricts the rights of the Company or any of its Subsidiaries is a party to compete in any material respect in any line of business in any geographic area or by with any Person, or which requires exclusive referrals of business or requires the Company or any of its properties Subsidiaries to offer specified products or assets are bound that are material services to their customers on an exclusive basis, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) which relates to the businessincurrence of indebtedness (other than capital leases) in the principal amount of $15,000,000 or more, properties or assets of the Company and its Subsidiaries taken except as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of may be incurred in connection with the Company); ’s revolving credit line or the issuance of letters of credit, in each case, pursuant to that certain Credit Agreement, dated as of February 14, 2013, among the Company, the lenders party thereto from time to time, and Xxxxxx Xxxxxxx Senior Funding, Inc. as administrative agent, (iiv) contracts granting which grants any Person a right of first refusal refusal, right of first offer or first negotiation; (iii) partnership similar right with respect to any material properties, assets or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets businesses of the Company (by mergeror its Subsidiaries, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts which involves the purchase of assets, other than in the ordinary course of business, with a purchase price of $3,000,000 or arrangements limiting more in any single case or restraining Novume$12,000,000 in all such cases, or (vii) which involves the Companysale of assets, other than in the ordinary course of business, with a purchase price of $1,500,000 or more in any single case or $8,000,000 in all such cases. Each contract, arrangement, commitment or understanding of the type described in this Section 4.13(a), whether or not publicly disclosed in the Company SEC Reports filed prior to the date hereof or set forth in Section 4.13(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract”, and neither the Company nor any of its Subsidiaries has received written notice of any material violation of a Company Contract by any of the Company’s Subsidiaries other parties thereto. The Company has made available to the Parent (which requirement may be satisfied by posting such information in the online data room established by the Company prior to the date hereof) all contracts which involved payments by the Company or any successor thereto from engaging of its Subsidiaries in fiscal year 2016 of more than $5,000,000 or competing in any business; and (vii) all commitments and agreements which could reasonably be expected to enter into any involve payments during fiscal year 2017 of the foregoing (collectively, together with more than $5,000,000 other than any such contracts contract that is terminable at will on one-hundred twenty (120) days or less notice without payment of a penalty in excess of $5,000,000, other than any contract entered into in accordance with on or after the date hereof that is permitted under the provisions of Section 6.2 hereof, the “Company Contracts”).6.2. -19- (b) Except as set forth on Schedule 5.19(b): in Section 4.13(b) of the Company Disclosure Schedule, (i) There is no default under any each Company Contract either is valid and binding on the Company and in full force and effect (other than due to the ordinary expiration of the term thereof), and, to the Knowledge of the Company, is valid and binding on the other parties thereto, in each case, as enforceability may be limited by the Bankruptcy and Equity Exceptions, (ii) the Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material default on the part of the Company or any of its Subsidiaries orunder any such Company Contract, except, in each case, with respect to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both foregoing clauses (i) through (iii) as would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could not reasonably be expected to have result in, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly set forth in Section 4.13(a) of the Company SEC ReportsDisclosure Schedule, as of the date hereof, neither the Company has delivered or otherwise made available to Brekford true, correct and complete copies nor any of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company its Subsidiaries is a party affecting to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the obligations of any party thereunderSEC) to be performed after the date of this Agreement, (ii) which restricts the rights of the Company or any of its Subsidiaries is a party to compete in any material respect in any line of business in any geographic area or by with any Person, or which requires exclusive referrals of business or requires the Company or any of its properties Subsidiaries to offer specified products or assets are bound that are material services to their customers on an exclusive basis, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) which relates to the businessincurrence of indebtedness (other than capital leases) in the principal amount of $15,000,000 or more, properties or assets of the Company and its Subsidiaries taken except as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of may be incurred in connection with the Company); ’s revolving credit line or the issuance of letters of credit, in each case, pursuant to that certain Credit Agreement, dated as of February 14, 2013, among the Company, the lenders party thereto from time to time, and Xxxxxx Xxxxxxx Senior Funding, Inc. as administrative agent, (iiv) contracts granting which grants any Person a right of first refusal refusal, right of first offer or first negotiation; (iii) partnership similar right with respect to any material properties, assets or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets businesses of the Company (by mergeror its Subsidiaries, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts which involves the purchase of assets, other than in the ordinary course of business, with a purchase price of $3,000,000 or arrangements limiting more in any single case or restraining Novume$12,000,000 in all such cases, or (vii) which involves the Companysale of assets, other than in the ordinary course of business, with a purchase price of $1,500,000 or more in any single case or $8,000,000 in all such cases. Each contract, arrangement, commitment or understanding of the type described in this Section 4.13(a), whether or not publicly disclosed in the Company SEC Reports filed prior to the date hereof or set forth in Section 4.13(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract”, and neither the Company nor any of its Subsidiaries has received written notice of any material violation of a Company Contract by any of the Company’s Subsidiaries other parties thereto. The Company has made available to the Parent (which requirement may be satisfied by posting such information in the online data room established by the Company prior to the date hereof) all contracts which involved payments by the Company or any successor thereto from engaging of its Subsidiaries in fiscal year 2016 of more than $5,000,000 or competing in any business; and (vii) all commitments and agreements which could reasonably be expected to enter into any involve payments during fiscal year 2017 of the foregoing (collectively, together with more than $5,000,000 other than any such contracts contract that is terminable at will on one-hundred twenty (120) days or less notice without payment of a penalty in excess of $5,000,000, other than any contract entered into in accordance with on or after the date hereof that is permitted under the provisions of Section 6.2 hereof, the “Company Contracts”)6.2. (b) Except as set forth on Schedule 5.19(b): in Section 4.13(b) of the Company Disclosure Schedule, (i) There is no default under any each Company Contract either is valid and binding on the Company and in full force and effect (other than due to the ordinary expiration of the term thereof), and, to the Knowledge of the Company, is valid and binding on the other parties thereto, in each case, as enforceability may be limited by the Bankruptcy and Equity Exceptions, (ii) the Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material default on the part of the Company or any of its Subsidiaries orunder any such Company Contract, except, in each case, with respect to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both foregoing clauses (i) through (iii) as would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could not reasonably be expected to have result in, either individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (ai) Except for such contracts as are filed publicly (x) agreements with municipal or county Governmental Entities other than the Significant Local Clients and (y) the agreements (the "Confidential Contracts") listed in Section 3.01(p) of the Company SEC ReportsDisclosure Schedule (the terms of which agreements are subject to nondisclosure restrictions), the Company has delivered or otherwise made available to Brekford true, correct and complete Parent copies of all contracts each contract and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) agreement to which the Company or any of its Subsidiaries the Company Subsidiary is a party that is material or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a wholeCompany, including, without limitation, allto the extent any of the following are material to the business, properties or assets of the Company: (i) employment, personal services, consulting, non-competition, severance, golden parachute or director, officer or employee indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company)agreements; (ii) contracts granting a right of first refusal agreements with federal or first negotiationstate government clients to provide payment services to citizens (the "Federal and State Clients"); (iii) partnership or joint venture agreements; (iv) real property leases; (v) non-competition agreements; (vi) contracts granting a right of first refusal or first negotiation with respect to any material assets or line of business of the Company; (vii) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise)) entered into since January 1, 2000; (vviii) contracts or agreements with any governmental entity; (vi) contracts credit card organizations or arrangements limiting or restraining Novume, banks relating to the Company, 's acceptance of credit cards and the processing of credit card transactions; or (ix) any of the Company’s Subsidiaries commitments or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 4.01 hereof, the “Company "Contracts”"). (bii) Except as set forth on Schedule 5.19(b): (iA) There is no default under any Company Contract either or Confidential Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company Company, or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect material adverse effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.;

Certain Contracts. (a) Except for such contracts as are filed publicly Section 3.23 of the Company Disclosure Letter contains a list of all of the following Contracts or agreements (other than those set forth on an exhibit index in the Company SEC Reports, Reports filed prior to the Company has delivered or otherwise made available to Brekford true, correct and complete copies date of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunderthis Agreement) to which the Company or any Subsidiary of its Subsidiaries the Company is a party or by which any of its properties them is bound as of the date of this Agreement (other than this Agreement or assets any Related Document): (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses are bound that are material conducted or would purport to bind Parent or the businessSurviving Company or any of their Affiliates, properties or (ii) any hedging agreements by which any of the assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which Subsidiary of the Company is a party involving employees are bound, in an aggregate amount in excess of $1 million, (iii) any Contract granting any Person registration or other purchase or sale rights with respect to any Equity Interest in the Company or any Subsidiary of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; , (iv) agreements for the acquisition, sale or lease of material properties or assets any voting agreement relating to any Equity Interest of the Company (by mergeror any Subsidiary of the Company, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entityContract outside the ordinary course that entitles the other party thereto to receive the benefits thereof without incurring the obligation to pay for same within sixty days after services are provided; (vi) contracts any Contract outside the ordinary course between the Company or arrangements limiting any Subsidiary of the Company and any current or restraining Novume, former Affiliate of the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments any drilling rig construction or conversion Contract with respect to which the drilling rig has not been delivered and agreements to enter into paid for, (viii) any drilling Contracts of one year or greater in remaining duration, (ix) any Contract or agreement for the borrowing of money with a borrowing capacity or outstanding Indebtedness of $2 million or more or (x) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the foregoing SEC) (collectivelyall Contracts or agreements of the types described in clauses (i) through (x), together with any such contracts entered into regardless of whether listed in accordance with Section 6.2 hereof3.23 of the Company Disclosure Letter and regardless of whether in effect as of the date of this Agreement, the being referred to herein as “Company Material Contracts”). For the avoidance of doubt, each of the TSA and the MSA shall constitute a Company Material Contract. (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by As of the date of this Agreement, each of the Company or any of its Subsidiaries orMaterial Contracts is, to the knowledge of the Company, by in full force and effect. Except for such matters as individually or in the aggregate do not and are not reasonably likely to have a Company Material Adverse Effect, neither the Company nor any other party theretoof its Subsidiaries knows of, and no event or has occurred that received written notice of, any breach of or violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the lapse passage of time or the giving of notice or both would constitute result in such a violation or default thereunder by the under) any Company Material Contracts or any of its Subsidiaries or, to the knowledge has received written notice of the Company, any desire of the other party, in any such case in which such default party or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party parties to any such Company Material Contracts to exercise any rights such party has to cancel, terminate or repudiate such Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default exercise remedies thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (ai) Except for such contracts Schedule 3.1(f) of the Company Disclosure Schedule lists all Company Material Contracts other than those filed by the Company or Target OP as are filed publicly in exhibits to the Company SEC ReportsDocuments. Each Company Material Contract is valid, the Company has delivered or otherwise made available binding and enforceable, and in full force and effect with respect to Brekford true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b): (i) There is no default under any Company Contract either by the Company or any of its Subsidiaries orsubsidiaries and, to the knowledge of the Company's Knowledge, by any each other party thereto, except where such failure to be so valid, binding and no event has occurred that with enforceable and in full force and effect would not, individually or in the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries oraggregate, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to , and the Company has no Knowledge of or made a claim against the Company with respect to any breach or default defaults thereunder, except those defaults that would not, individually or in any such case in which such breach or default could reasonably be expected to the aggregate, have a Material Adverse Effect on the Company. . For purposes of this Agreement, "Company Material Contract" shall mean (ci) Set forth on Schedule 5.19(cany loan agreement, indenture, note, bond, debenture or any other document or agreement evidencing a capitalized lease obligation or other indebtedness to any Person and in a principal amount greater than or equal to $500,000, (ii) hereto is a list of each material contractcommitment, agreement contractual obligation, borrowing, capital expenditure or arrangement to which transaction entered into by the Company or any of its Subsidiaries is a party subsidiaries which may result in total payments by or may be bound and under liability of the terms of which Company or any of its subsidiaries in excess of $100,000 in any calendar year and which has a remaining term or duration of more than twenty four (24) months, (iii) each management agreement and hotel franchise agreement with respect to the rights Company's hotels in effect as of the date hereof, (iv) any strategic alliance or revenue sharing joint venture, (v) any agreement that grants any right of first or last refusal or right of first or last offer or similar right to acquire any material assets of the Company or that limits or purports to limit, in any material manner, the ability of the Company, or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business, (vi) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company, or any of its subsidiaries, (vii) any collective bargaining agreement, (viii) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current employee of a party thereto will be modified the Company, or altered any of its subsidiaries (includingany such person, without limitationhereinafter, an "Employee"), other than as required under law or (ix) any acceleration of rights or obligations thereunder other agreement filed as an exhibit to the Company SEC Documents pursuant to the terms Item 601(b)(10) of any such contractRegulation S-K of Title 17, agreement or arrangement) as a result Part 229 of the transactions contemplated herebyCode of Federal Regulations ("Regulation S-K").

Certain Contracts. (a) Schedule 3.14(a) lists all contracts, agreements or other arrangements material to the Business, inclusive of contracts with the twenty largest yellow pages clients of the Business based on 2004 revenue (together with any agreement otherwise referenced herein or in any schedule attached hereto which is intended to remain with the Business following the Closing being transferred to Buyer with the Business, the “Material Contracts”). Except for such contracts as are filed publicly in set forth on Schedule 3.14(a), (i) with respect to each of the Company’s and the Company SEC ReportsSubs’ obligations thereunder, all of the Company has delivered or otherwise made available to Brekford trueMaterial Contracts are valid, correct binding and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to which enforceable against the Company or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material Company Sub, and to the businessknowledge of MNST and the Company, properties or assets against the other party thereto, in each case, in accordance with their respective terms and (ii) each of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute each Company Sub has performed in all material respects all obligations required to be performed by it under each such Material Contract and is not in default under or indemnification contracts in breach of nor in written receipt of any claim of default or breach under (including, without limitation, defaults arising out of, or as a result of, the transfer or contribution of assets by MNST or any contract to which of its Subsidiaries (other than the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of and the Company (by mergerSubs) or Affiliates, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novumeon the one hand, to the Company, any of the Company’s Subsidiaries Company or any successor thereto from engaging or competing in Company Sub on the other hand) any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”)Material Contract. (b) Except as set forth on in Schedule 5.19(b): (i3.14(b) There is no default under attached hereto, none of the Companies are a party to or bound by, nor are any Company Contract either by assets, properties or operations of the Company or any of its Subsidiaries orthe Company Subs bound by, any written or legally binding: (i) contract relating to Indebtedness (including any letter of credit arrangements and guarantees of any obligations) or to the knowledge mortgaging, pledging or otherwise placing a Lien prior to the Closing on any asset of either the Company or any Company Sub; (ii) contract which prohibits either the Company or any Company Sub from engaging in business anywhere in the world; (iii) contract under which any of the CompanyCompanies has advanced or loaned any employee any amounts of money, exclusive of such advances or loans not exceeding $250,000 in the aggregate; (iv) contract under which such Person is lessee of or holds or operates any personal property owned by any other party thereto, and no event has occurred that which involves annual rental payments of greater than $250,000 or group of such contracts with the lapse same Person which involve annual consideration in excess of time $500,000 in the aggregate; (v) contract under which such Person is lessor of or the giving of notice permits any third party to hold or both would constitute a default thereunder operate any property, real or personal, owned or controlled by either the Company or any Company Sub which involves annual consideration in excess of its Subsidiaries or, $100,000; (vi) joint venture or partnership contract; (vii) guarantee of any Liability; (viii) franchise contracts; (ix) power of attorney; (x) contract relating to the knowledge acquisition or sale of the Company, any assets; or (xi) any other partycontract (or group of related contracts) other than those contracts disclosed pursuant to subsection (a) or subsections (i) through (x) above, the performance of which involves consideration in any such case excess of $100,000 per year or $350,000 in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice aggregate to the Company extent not otherwise of a type described in subsection (a) or made a claim against subsections (i) through (x) above or which cannot be canceled by either the Company with respect to or any breach Company Sub within 30 days notice without premium or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the Companypenalty. (c) Set forth on Schedule 5.19(c) hereto is a list A true, correct and complete copy of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations written Material Contracts and an accurate description of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result each of the transactions contemplated herebyoral Material Contracts, together with all amendments, revisions or changes thereto have been provided to Buyer.

Certain Contracts. (a) Except for such contracts as are filed publicly in the Company SEC Reports, the Company Brekford has delivered or otherwise made available to Brekford the Company true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company Brekford is a party affecting the obligations of any party thereunder) to which the Company Brekford or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company Brekford and each of its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company Brekford is a party involving employees of the CompanyBrekford); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company Brekford (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the CompanyBrekford, any of the CompanyBrekford’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 6.1 hereof, the “Company Brekford Contracts”).. Table of Contents (b) Except as set forth on Schedule 5.19(b4.20(b): (i) There is no default under any Company Brekford Contract either by the Company Brekford or any of its Subsidiaries or, to the knowledge of the CompanyBrekford, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company Brekford or any of its Subsidiaries or, to the knowledge of the CompanyBrekford, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the CompanyBrekford. (ii) No party to any such Company Brekford Contract has given notice to the Company Brekford of or made a claim against the Company Brekford with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on the CompanyBrekford. (c) Set forth on Schedule 5.19(c4.20(c) hereto is a list of each material contract, agreement or arrangement to which the Company Brekford or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated hereby.

Certain Contracts. (a) Except for such contracts as are filed publicly in Section 4.15(a) of the Company SEC ReportsDisclosure Schedule contains a true, correct and complete list of all Contracts referred to in clauses (i) through (xiii), inclusive, of this Section 4.15 to which any Acquired Company is a party (each, a “Listed Contract” and, collectively, the Company has delivered or otherwise made available to Brekford true“Listed Contracts”). True, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters each Listed Contract have been made available to which the Company is a party affecting the obligations of any party thereunder) to which the Company Parent or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: advisors: (i) employmentnotes, consultingdebentures, other evidences of indebtedness, guarantees, loans, credit or financing agreements or instruments, or other Contracts for money borrowed, including any agreements or commitments for future loans, credit or financing; (ii) all employment or other Contracts involving annual payments in excess of $100,000 (including non-competition, severanceconfidentiality, golden parachute loans to employees, directors or officers, severance or indemnification contracts agreements as well as any collective bargaining agreement or other labor union Contracts or agreements) with or in respect of any officer or director (includingor, without limitationto the extent that any Acquired Company has continuing obligations under any such Contract, any contract to which the Company is a party involving employees former officer or director) of the any Acquired Company); (ii) contracts granting a right of first refusal or first negotiation; ; (iii) partnership leases, rental or joint venture occupancy agreements; , installment and conditional sale agreements, and other Contracts affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real property involving individual annual payments in excess of $100,000 and which are not terminable by such Acquired Company; (iv) joint venture Contracts, partnership agreements or limited liability company agreements; (v) Contracts explicitly requiring expenditures after the date of this Agreement in an amount in excess of $100,000 which are not terminable by such Acquired Company; (vi) Contracts between such Acquired Company, on the one hand, and any director, officer or Affiliate of such Acquired Company, on the other hand (other than employment arrangements, including stock option agreements, entered into in the ordinary course of business); (vii) Contracts containing covenants limiting, in any material respect, the freedom of such Acquired Company to compete with any Person in any line of business or in any area or territory; (viii) Contracts (a) granting or obtaining any right to use any Proprietary Rights or Technology (other than Contracts granting rights to use software that is generally commercially available) or (b) restricting such Acquired Company’s rights, or permitting other Persons, to use or register any Proprietary Rights or Technology; (ix) Contracts, letters of intent or other understandings for the acquisition, sale acquisitions or lease of material properties or assets of the Company dispositions (by merger, purchase or sale of assets or stock or otherwise); ) of material assets, as to which any Acquired Company has continuing obligations or rights; (vx) contracts Guarantees, suretyships, indemnification, contribution agreements or agreements other sources of contingent liability in respect of any indebtedness of any other Person, other than in the ordinary course of business; (xi) all leases of personal property involving annual payments in excess of $100,000; (xii) Contracts for construction or the purchase of real estate, improvements, equipment, machinery and other items which constitute capital expenditures or which involve or are reasonably expected to involve capital expenditures in excess of $100,000; (xiii) Contracts with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any top ten customers and suppliers of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and Business based on gross revenues for the fiscal year ended February 28, 2007; (viixiv) all commitments and agreements to enter into any Contracts which will become terminable as a result of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, consummation of the “Company Contracts”).Merger; or (bxv) Except as set forth on Schedule 5.19(b):Contracts under which any Person has continuing obligations or rights to acquire or dispose of any capital stock or equity interest of any Acquired Company. (i) There Each Listed Contract is no default under any in full force and effect and represents a legally valid and binding obligation of each Acquired Company Contract either by the Company or any of its Subsidiaries orthat is a party thereto and, to the knowledge Knowledge of the Company, by of any other party thereto; (ii) each Acquired Company has performed, and in all material respects, all obligations required to be performed by it under each of the Listed Contracts to which it is a party; (iii) no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Acquired Company or any of its Subsidiaries ornor, to the knowledge Knowledge of the Company, any other party, is in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any material breach or violation of, or material default thereunderunder, in or has committed or failed to perform any such case in which such breach act which, with or without notice, lapse of time or both would constitute a material default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which provisions of, any of the rights Listed Contracts to which it is a party, nor has any Acquired Company received any written notice that it has materially breached, violated or obligations defaulted under any of the Listed Contracts to which it is a party thereto will be modified party; and (iv) as of the date of this Agreement, the Company has not received any outstanding written notice of cancellation or altered (includingtermination in connection with any Listed Contract and no Acquired Company nor, without limitationto the Knowledge of the Company, any acceleration other party currently contemplates any termination, material amendment or change to any Listed Contract. Section 4.15(b) of rights the Company Disclosure Schedule identifies those Contracts listed in Section 4.15(a) of the Company Disclosure Schedule that require the consent or obligations thereunder pursuant approval of third parties to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated herebyby the Agreement.

Certain Contracts. (a) Except for such contracts as are filed publicly in Section 4.15(a) of the Company SEC ReportsDisclosure Schedule sets forth, as of the Company has delivered or otherwise made available to Brekford date of this Agreement, a true, correct and complete copies list of all contracts and agreements Contracts referred to in clauses (and all amendmentsi) through (xix), modifications and supplements thereto and all side letters inclusive, of this Section 4.15 to which the Company is a party affecting (each Contract required to be listed in Section 4.15(a) of the obligations Company Disclosure Schedule, along with each Invention Assignment Agreement, a “Listed Contract” and, collectively, the “Listed Contracts”). An accurate and complete copy of any party each Listed Contract (including all modifications and amendments thereto and waivers thereunder) has been made available to Buyer: (i) all notes, debentures, other evidences of indebtedness, guarantees, loans, credit or financing agreements or instruments, other Contracts for money borrowed, including any agreements or commitments for future loans, credit or financing, any security agreements, pledge agreements, deposit account control agreements or other similar agreements, any currency exchange, commodities or other hedging or derivative arrangement or a leasing transaction of a type required to be capitalized in accordance with GAAP; (ii) all employment, severance, retention, consulting, separation or change in control Contracts with any officer, director, employee or consultant of the Company, whether on a full-time, part-time or consulting basis, pursuant to which the Company has any future liability in excess of $50,000 per annum; (iii) all collective bargaining or other similar labor or union Contracts; (iv) all leases, rental or occupancy agreements, installment and conditional sale agreements, and other Contracts affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any Real Property involving individual annual payments in excess of $50,000 and which are not terminable by the Company; (v) all Contracts that relate to any joint venture, joint development, collaboration or partnership agreements or limited liability company agreements (but excluding content partner agreements entered into in the ordinary course of business); (vi) all Contracts explicitly requiring expenditures by the Company after the date of this Agreement in an amount in excess of $50,000 and which are not terminable by the Company without cause on 30 days’ prior written notice (or less); (vii) all Contracts containing covenants limiting, in any material respect, the freedom of the Company to (A) compete with any Person in any line of business or in any area or territory or (B) freely set prices for its Subsidiaries products, services or technologies (including most favored customer pricing provisions); (viii) all Contracts that (A) provide for the creation or development (including joint development) by the Company for any other Person, or for the Company by any other Person, of any Intellectual Property Rights or Technology that is or would be material to the conduct of the Business; or (B) provide for the assignment or other transfer to the Company from any other Person, or by the Company to any other Person, of any ownership interest in any Intellectual Property Rights or Technology that is or are material to the conduct of the Business, excluding, in each case, Contracts that follow Company’s standard form of Invention Assignment Agreement (in the form made available to Buyer); (ix) all Contracts that (A) include any grant of an Intellectual Property License, by the Company to any other Person, that is material to the conduct of the Business; (B) obligate the Company to grant an Intellectual Property License on preferential, or reasonable and non-discriminatory or any other terms to any other Person in connection with the Company’s participation in the development, adoption or use of a standard or otherwise; or (C) include any grant to the Company of an Intellectual Property License that is material to the conduct of the Business by any other Person (other than, with respect to this clause (C) only, (1) Non-Negotiated Vendor Contracts that are not otherwise required to be listed in Section 4.15(a) of the Company Disclosure Schedule, (2) licenses for Open Source Software listed in Section 4.14(i) of the Company Disclosure Schedule and (3) Contracts that follow Company’s standard form of Invention Assignment Agreement (in the form made available to Buyer)); (x) all Contracts imposing any support, maintenance or service obligations on the Company that (A) has been entered into outside of the ordinary course of business and (B) has a term of more than one (1) year and is not expressly terminable by the Company at the end of such one (1) year term (or any subsequent one (1) year renewal term) or for convenience by Company upon no more than thirty (30) days’ prior notice; (xi) all Contracts to which a Governmental Authority is a party or by party; (xii) all settlement agreements (including any agreement under which any employment-related claim is settled); (xiii) all Contracts with a Related Party (other than employment arrangements, including stock option agreements, entered into in the ordinary course of its properties business); (xiv) all Contracts pursuant to which the Company has acquired a business or entity, or substantially all of the assets are bound of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise; (xv) all Contracts with any Person with whom the Company does not deal at arm’s length; (xvi) all Contracts that contain an earn-out or other similar contingent payment or obligation; (xvii) all Contracts of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, Liabilities or indebtedness of any other Person entered into outside the ordinary course of business; and (xviii) all other Contracts that are material to the Company or its business, operations, financial condition, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”)assets. (b) Except as set forth on Schedule 5.19(b): (i) There Each Listed Contract is no default under in full force and effect and represents a binding obligation on the Company (in all cases subject to any Company Contract either terminations occurring after the Agreement Date that do not result from a breach by the Company), (ii) neither the Company or any of its Subsidiaries ornor, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge Knowledge of the Company, any other partyparty thereto, is in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the Company. (ii) No party to any such Company Contract has given notice to the Company of or made a claim against the Company with respect to any material breach or violation of, or material default thereunderunder, in or has committed or failed to perform any such case in which such breach act which, with or without notice, lapse of time or both would constitute a material default could reasonably be expected to have a Material Adverse Effect on the Company. (c) Set forth on Schedule 5.19(c) hereto is a list of each material contract, agreement or arrangement to which the Company or any of its Subsidiaries is a party or may be bound and under the terms of which provisions of, any of the rights Listed Contracts, nor has the Company received any written notice that it has materially breached, violated or obligations defaulted under any of a party thereto will be modified the Listed Contracts, and (iii) as of the date of this Agreement, the Company has not received any outstanding written notice of cancellation or altered (includingtermination in connection with any Listed Contract and neither the Company nor, without limitationto the Knowledge of the Company, any acceleration of rights other party currently contemplates any termination, material amendment or obligations thereunder pursuant change to the terms of any such contract, agreement or arrangement) as a result of the transactions contemplated herebyListed Contract.

Certain Contracts. (a) Except for such contracts as are filed publicly in Company Disclosure Schedule 4.11 lists the following written agreements (collectively, the "MATERIAL CONTRACTS"), to which Company or the Company SEC Reports, the Company has delivered or otherwise made available to Brekford true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries Subsidiary is a party or by which Company or the Company Subsidiary or any of its or their properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, all: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) contracts granting a right of first refusal or first negotiation; (iii) partnership or joint venture agreements; (iv) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise); (v) contracts or agreements with any governmental entity; (vi) contracts or arrangements limiting or restraining Novume, the Company, any of the Company’s Subsidiaries or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 hereof, the “Company Contracts”). (b) Except as set forth on Schedule 5.19(b):bound: (i) There is all written agreements that involve an annual commitment or payment by any party thereto of more than $25,000 individually or $100,000 in the aggregate or which have a fixed term extending more than 12 months from the date of this Agreement (there being no oral agreements of this kind); (ii) all joint venture, sales agency, sales representative or distributorship, broker, franchise, license or similar agreements; (iii) all leases relating to real property or to other material assets used in Company's business; (iv) all notes, bonds, mortgages, security agreements, and other agreements and instruments for or relating to any lending or borrowing by Company or the Company Subsidiary in any amount (exclusive of advances to employees for expenses and trade payables incurred in the ordinary course of business); (v) all powers of attorney, guarantees, suretyships or similar agreements; and (vi) all other written agreements the breach of or default under any Company Contract either by the Company which would or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could be reasonably be expected likely to have a Material Adverse Effect on the Company. (iib) No party to any Each of the Material Contracts is valid, binding and enforceable on the parties thereto in accordance with its terms, except as such Company Contract has given notice enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar laws affecting the enforcement of creditors' rights generally, and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the Company discretion of or made a claim against the Company with respect to court before which any breach or default thereunder, in any such case in which such breach or default could reasonably proceeding may be expected to have a Material Adverse Effect on the Companybrought. (c) Set forth on Except as disclosed in Company Disclosure Schedule 5.19(c4.11, (i) hereto Company is not a list of each material contract, party to or bound by any agreement or arrangement to which the Company understanding (whether written or any of its Subsidiaries is a party or may be bound and under the terms of which any of the rights or obligations of a party thereto will be modified or altered (including, without limitation, any acceleration of rights or obligations thereunder pursuant oral) with respect to the terms employment (on any basis other than at-will) of any such contractofficers, agreement employees, directors, consultants or arrangementother persons, and (ii) as a result the consummation of the transactions contemplated hereby.by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in

Certain Contracts. (ai) Except for such contracts as are filed publicly (x) agreements with municipal or county Governmental Entities other than the Significant Local Clients and (y) the agreements (the "Confidential Contracts") listed in Section 3.01(p) of the Company SEC ReportsDisclosure Schedule (the terms of which agreements are subject to nondisclosure restrictions), the Company has delivered or otherwise made available to Brekford true, correct and complete Parent copies of all contracts each contract and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder) agreement to which the Company or any of its Subsidiaries the Company Subsidiary is a party that is material or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a wholeCompany, including, without limitation, allto the extent any of the following are material to the business, properties or assets of the Company: (i) employment, personal services, consulting, non-competition, severance, golden parachute or director, officer or employee indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company)agreements; (ii) contracts granting a right of first refusal agreements with federal or first negotiationstate government clients to provide payment services to citizens (the "Federal and State Clients"); (iii) partnership or joint venture agreements; (iv) real property leases; (v) non-competition agreements; (vi) contracts granting a right of first refusal or first negotiation with respect to any material assets or line of business of the Company; (vii) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise)) entered into since January 1, 2000; (vviii) contracts or agreements with any governmental entity; (vi) contracts credit card organizations or arrangements limiting or restraining Novume, banks relating to the Company, 's acceptance of credit cards and the processing of credit card transactions; or (ix) any of the Company’s Subsidiaries commitments or any successor thereto from engaging or competing in any business; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.2 4.01 hereof, the “Company "Contracts”"). (bii) Except as set forth on Schedule 5.19(b): (iA) There is no default under any Company Contract either or Confidential Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company Company, or any of its Subsidiaries or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect material adverse effect on the Company. ; (iiB) No no party to any such Company Contract or Confidential Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect material adverse effect on the Company. ; and (cC) Set forth all of the Contracts and Confidential Contracts are valid, binding and enforceable in accordance with their terms, except (1) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws or regulations affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity) or (2) in such case where it would not reasonably be expected to have a material adverse effect on Schedule 5.19(c) hereto is a list the Company. With respect to the Federal and State Clients and Contracts with credit card organizations or banks relating to the Company's acceptance of each material contractcredit cards and the processing of credit card transactions, agreement or arrangement to which the knowledge of the Company, the Company has not received any notice that any such entity intends to terminate or any of materially alter or limit its Subsidiaries is a party or may be bound business relationship with the Company. Convenience fees earned by the Company in connection with processing payments for the Federal and under State Clients and the terms of which any Significant Local Clients represent (1) twenty-five of the rights or obligations top thirty clients of a party thereto will be modified or altered the Company and (including2) in the aggregate, without limitationin excess of 80% of the Company's annual net revenues, any acceleration of rights or obligations thereunder pursuant in each case as determined by reference to the terms of any such contractCompany's annual net revenues for the fiscal year ended December 31, agreement or arrangement) as a result 2001. To the knowledge of the transactions contemplated herebyCompany, its course of dealings with Sacramento County, CA, Monterey County, CA, Sonoma County, CA and Los Angeles Water and Power have been in the ordinary course, consistent with other similar governmental entities.