Common use of CONDUCT OF BUSINESS PENDING Clause in Contracts

CONDUCT OF BUSINESS PENDING. CLOSING 55 6.1 Business in the Ordinary Course 55 6.2 No Material Changes 57 6.3 Compensation 57 6.4 Employee Benefit Plans 57 7. CONDITIONS TO OBLIGATIONS OF YORKSHIRE AND THE YORKSHIRE ENTITIES 57 7.1 Representations and Warranties 57 7.2 Compliance with Covenants and Conditions 58 7.3 Closing Certificates 58 7.4 Consents 58 7.5 Passage of Resolutions 58 7.6 Admission to Official List 58 7.7 No Inconsistent Requirements 58 7.8 No Injunction 58 7.9 Additional Agreements and Closing Documents 59 7.10 Related Party Matters 59 7.11 Adverse Conditions 59 8. CONDITIONS TO OBLIGATIONS OF THE CK WITCO ENTITIES 59 8.1 Representations and Warranties 59 8.2 Compliance with Covenants and Conditions 59 8.3 Closing Certificates 59 8.4 Consents 60 8.5 Passage of Resolutions 60 8.6 No Inconsistent Requirements 60 8.7 No Injunction 60 8.8 Admission to Official List 60 8.9 Additional Agreements and Closing Documents 60 8.10 Adverse Conditions 60 9. INDEMNITIES 60 9.1 General Indemnification of the Yorkshire Entities 60 9.2 Payment 61 9.3 Defense of Claims 62 9.4 Indemnification of the CK Witco Entities by Yorkshire and Americas 63 9.5 Environmental Indemnity 64 9.6 Taxation Schedule Indemnity 76 9.7 No Contribution by Europe or any Acquired Entity76 9.8 Minimum Losses 77 9.9 Maximum Indemnification 77 9.10 Subrogation 78 9.11 Adjustments to Indemnification 78 9.12 Sxxxx Road Indemnity 78 9.13 BCC Indemnity 79 9.14 Dusseldorf Indemnity 79 9.15 Exclusive Remedy 79 9.16 Duty to Mitigate 79 9.17 After-Tax Payments 79 9.18 Pensions Indemnity 81 10. SURVIVAL 81 10.1 Survival 81 11. TERMINATION 82 11.1 Termination for Certain Causes. 82 11.2 Procedure on and Effect of Termination 83 12. MISCELLANEOUS 83 12.1 Notices 83 12.2 Counterparts 85 12.3 Entire Agreement 85 12.4 Governing Law, Dispute Resolution 85 12.5 Successors and Assigns 85 12.6 Partial Invalidity and Severability 85 12.7 Waiver 86 12.8 Headings 86 12.9 Number and Gender 86 12.10 Construction 86 12.11 Time of Performance 86 13. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS 86 13.1 Certain Definitions 86 13.2 Index to Definitions 91 *This Table of Contents does not constitute a part of this Agreement. SCHEDULE OF EXHIBITS* Exhibit Reference Exhibit Name Exhibit A-1 Lxxxxx Land Exhibit A-2 Charlotte Land Exhibit A-3 Greenville Land Exhibit A-4 Dxxxxx Land Exhibit B Leased Real Property Exhibit C BCC Tangible Personal Property Exhibit D Registered Trademarks and Service Marks Exhibit D-1 Excluded Registered Marks Exhibit E Gibraltar Facility Assets Exhibit F Americas IPD Business Registered Marks Exhibit G Excluded Americas IPD Business Information Exhibit H Other Excluded Americas IPD Business Intellectual Property Rights Exhibit I Assets Used Exclusively in Monitoring of Groundwater Exhibit J Other Excluded Assets and Properties Exhibit K Balance Sheet Principles Exhibit L Assumed Liabilities Exhibit M European Retained Liabilities Exhibit N Closing Documents Exhibits O-1 and O-2 CK Witco Supply Contracts Exhibits P-1 and P-2 Yorkshire Supply Contracts Exhibit Q Transition Services Agreement Exhibit R Charlotte Lease Agreement Exhibit S Gibraltar Lease Agreement Exhibit T Trademark License Agreement (CK Witco to Yorkshire) Exhibit U Trademark License Agreement (Yorkshire to CK Witco) Exhibit V Non-European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit W European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit X Non-European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Y European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Z Groundwater Monitoring Agreement Exhibit AA Gibraltar Employees Exhibit BB BCC Reorganization Matters Exhibit CC Excluded Liability Fund Matters Exhibit DD IP Registration Costs Exhibit EE Special Purpose Statement Exhibit FF Oissel, France Land Exhibit GG Due Diligence Requests Exhibit HH Indebtedness as of October 15, 1999 Exhibit II Reviewed Pages - Listing Particulars Exhibit II-1 Listing Particulars Exhibit JJ Covered Properties Exhibit KK Certain Environmental Matters Exhibit LL Specific Indemnity Issues Exhibit MM Dispute Resolution Procedures Exhibit NN Americas IPD Business Territory *This Schedule of Exhibits does not constitute a part of this Agreement. ACQUISITION AGREEMENT THIS AGREEMENT is made and entered into as of the 29 day of November, 1999, by and among:

CONDUCT OF BUSINESS PENDING. CLOSING 55 6.1 THE MERGERS 53 SECTION 6.01 Conduct of Business in by Company Parties Pending the Ordinary Course 55 6.2 Mergers. 53 SECTION 6.02 Other Actions. 57 ARTICLE VII ADDITIONAL AGREEMENTS 57 SECTION 7.01 Proxy Statement; Other Filings. 57 SECTION 7.02 Company Stockholders’ Meeting. 58 SECTION 7.03 Access to Information; Confidentiality. 58 SECTION 7.04 No Material Changes 57 6.3 Compensation 57 6.4 Solicitation of Transactions. 59 SECTION 7.05 Employee Benefit Plans 57 7Benefits Matters. 61 SECTION 7.06 Directors’ and Officers’ Indemnification and Insurance. 63 SECTION 7.07 Further Action; Reasonable Efforts. 65 SECTION 7.08 Transfer Taxes. 66 SECTION 7.09 Public Announcements. 66 SECTION 7.10 Cooperation with Financing. 67 SECTION 7.11 Resignations 68 SECTION 7.12 Takeover Statutes 68 SECTION 7.13 Delisting and Deregistering of Securities 69 SECTION 7.14 Tax Matters 69 SECTION 7.15 Notices of Certain Events 69 ARTICLE VIII CONDITIONS TO OBLIGATIONS OF YORKSHIRE THE MERGERS 70 SECTION 8.01 Conditions to the Obligations of Each Party. 70 SECTION 8.02 Conditions to the Obligations of the Buyer Parties. 70 SECTION 8.03 Conditions to the Obligations of the Company Parties. 72 ARTICLE IX TERMINATION, AMENDMENT AND THE YORKSHIRE ENTITIES 57 7.1 WAIVER 72 SECTION 9.01 Termination. 72 SECTION 9.02 Effect of Termination. 74 SECTION 9.03 Fees and Expenses. 75 SECTION 9.04 Escrow. 76 SECTION 9.05 Waiver. 77 ARTICLE X GENERAL PROVISIONS 77 SECTION 10.01 Non-Survival of Representations and Warranties 57 7.2 Compliance with Covenants and Conditions 58 7.3 Closing Certificates 58 7.4 Consents 58 7.5 Passage of Resolutions 58 7.6 Admission to Official List 58 7.7 No Inconsistent Requirements 58 7.8 No Injunction 58 7.9 Additional Agreements and Closing Documents 59 7.10 Related Party Matters 59 7.11 Adverse Conditions 59 8Warranties. CONDITIONS TO OBLIGATIONS OF THE CK WITCO ENTITIES 59 8.1 Representations and Warranties 59 8.2 Compliance with Covenants and Conditions 59 8.3 Closing Certificates 59 8.4 Consents 60 8.5 Passage of Resolutions 60 8.6 No Inconsistent Requirements 60 8.7 No Injunction 60 8.8 Admission to Official List 60 8.9 Additional Agreements and Closing Documents 60 8.10 Adverse Conditions 60 977 SECTION 10.02 Notices. INDEMNITIES 60 9.1 General Indemnification of the Yorkshire Entities 60 9.2 Payment 61 9.3 Defense of Claims 62 9.4 Indemnification of the CK Witco Entities by Yorkshire and Americas 63 9.5 Environmental Indemnity 64 9.6 Taxation Schedule Indemnity 76 9.7 No Contribution by Europe or any Acquired Entity76 9.8 Minimum Losses 77 9.9 Maximum Indemnification 77 9.10 Subrogation SECTION 10.03 Severability. 78 9.11 Adjustments to Indemnification 78 9.12 Sxxxx Road Indemnity 78 9.13 BCC Indemnity SECTION 10.04 Amendment. 79 9.14 Dusseldorf Indemnity SECTION 10.05 Entire Agreement; Assignment. 79 9.15 Exclusive Remedy SECTION 10.06 Remedies. 79 9.16 Duty to Mitigate SECTION 10.07 Specific Performance. 79 9.17 After-Tax Payments 79 9.18 Pensions Indemnity 81 10SECTION 10.08 Parties in Interest. SURVIVAL 81 10.1 Survival 81 11. TERMINATION 82 11.1 Termination for Certain Causes. 82 11.2 Procedure on and Effect of Termination 83 12. MISCELLANEOUS 83 12.1 Notices 83 12.2 Counterparts 85 12.3 Entire Agreement 85 12.4 80 SECTION 10.09 Governing Law, Dispute Resolution 85 12.5 Successors and Assigns 85 12.6 Partial Invalidity and Severability 85 12.7 ; Forum. 80 SECTION 10.10 Headings. 80 SECTION 10.11 Counterparts. 80 SECTION 10.12 Waiver. 80 SECTION 10.13 Waiver 86 12.8 Headings 86 12.9 Number and Gender 86 12.10 Construction 86 12.11 Time of Performance 86 13Jury Trial. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS 86 13.1 Certain Definitions 86 13.2 Index to Definitions 91 *This Table of Contents does not constitute a part of this Agreement. SCHEDULE OF EXHIBITS* Exhibit Reference Exhibit Name Exhibit A-1 Lxxxxx Land Exhibit A-2 Charlotte Land Exhibit A-3 Greenville Land Exhibit A-4 Dxxxxx Land Exhibit B Leased Real Property Exhibit C BCC Tangible Personal Property Exhibit D Registered Trademarks and Service Marks Exhibit D-1 Excluded Registered Marks Exhibit E Gibraltar Facility Assets Exhibit F Americas IPD Business Registered Marks Exhibit G Excluded Americas IPD Business Information Exhibit H Other Excluded Americas IPD Business Intellectual Property Rights Exhibit I Assets Used Exclusively in Monitoring of Groundwater Exhibit J Other Excluded Assets and Properties Exhibit K Balance Sheet Principles Exhibit L Assumed Liabilities Exhibit M European Retained Liabilities Exhibit N Closing Documents Exhibits O-1 and O-2 CK Witco Supply Contracts Exhibits P-1 and P-2 Yorkshire Supply Contracts Exhibit Q Transition Services Agreement Exhibit R Charlotte Lease Agreement Exhibit S Gibraltar Lease Agreement Exhibit T Trademark License Agreement (CK Witco to Yorkshire) Exhibit U Trademark License Agreement (Yorkshire to CK Witco) Exhibit V Non-European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit W European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit X Non-European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Y European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Z Groundwater Monitoring Agreement Exhibit AA Gibraltar Employees Exhibit BB BCC Reorganization Matters Exhibit CC Excluded Liability Fund Matters Exhibit DD IP Registration Costs Exhibit EE Special Purpose Statement Exhibit FF Oissel, France Land Exhibit GG Due Diligence Requests Exhibit HH Indebtedness as of October 15, 1999 Exhibit II Reviewed Pages - Listing Particulars Exhibit II-1 Listing Particulars Exhibit JJ Covered Properties Exhibit KK Certain Environmental Matters Exhibit LL Specific Indemnity Issues Exhibit MM Dispute Resolution Procedures Exhibit NN Americas IPD Business Territory *This Schedule of Exhibits does not constitute a part of this Agreement. ACQUISITION AGREEMENT THIS AGREEMENT is made and entered into as of the 29 day of November, 1999, by and among:81

CONDUCT OF BUSINESS PENDING. CLOSING 55 6.1 THE MERGER 35 Section 7.01 Conduct of Business by the Company Pending the Merger 35 Section 7.02 Conduct of Business by Parent and Merger Sub Pending the Merger 38 ARTICLE VIII ADDITIONAL AGREEMENTS 38 Section 8.01 Proxy Statement and Schedule 13E-3 38 Section 8.02 Stockholders’ Meeting 39 Section 8.03 Access to Information 40 Section 8.04 Go-Shop; No Solicitation 40 Section 8.05 Directors’ and Officers’ Indemnification and Insurance 45 Section 8.06 Notification of Certain Matters 47 Section 8.07 Further Action; Reasonable Best Efforts 47 Section 8.08 Obligations of Merger Sub 48 Section 8.09 Employees; Benefit Plans. 48 Section 8.10 Participation in the Ordinary Course 55 6.2 No Material Changes 57 6.3 Compensation 57 6.4 Employee Benefit Plans 57 7. Litigation 49 Section 8.11 Resignations 49 Section 8.12 Public Announcements 49 Section 8.13 Stock Exchange Delisting 50 Section 8.14 Takeover Statutes 50 Section 8.15 Rule 16b-3 50 Section 8.16 Expenses 50 Section 8.17 Converted Parent Options 50 ARTICLE IX CONDITIONS TO OBLIGATIONS OF YORKSHIRE AND THE YORKSHIRE ENTITIES 57 7.1 Representations MERGER 51 Section 9.01 Conditions to the Obligations of Each Party 51 Section 9.02 Conditions to the Obligations of Parent and Warranties 57 7.2 Compliance with Covenants and Merger Sub 51 Section 9.03 Conditions 58 7.3 Closing Certificates 58 7.4 Consents 58 7.5 Passage of Resolutions 58 7.6 Admission to Official List 58 7.7 No Inconsistent Requirements 58 7.8 No Injunction 58 7.9 Additional Agreements and Closing Documents 59 7.10 Related Party Matters 59 7.11 Adverse Conditions 59 8. CONDITIONS TO OBLIGATIONS OF THE CK WITCO ENTITIES 59 8.1 Representations and Warranties 59 8.2 Compliance with Covenants and Conditions 59 8.3 Closing Certificates 59 8.4 Consents 60 8.5 Passage of Resolutions 60 8.6 No Inconsistent Requirements 60 8.7 No Injunction 60 8.8 Admission to Official List 60 8.9 Additional Agreements and Closing Documents 60 8.10 Adverse Conditions 60 9. INDEMNITIES 60 9.1 General Indemnification the Obligations of the Yorkshire Entities 60 9.2 Payment 61 9.3 Defense Company 52 Section 9.04 Frustration of Claims 62 9.4 Indemnification of Closing Conditions 52 ARTICLE X TERMINATION 52 Section 10.01 Termination by Mutual Consent 52 Section 10.02 Termination by Either the CK Witco Entities Company or Parent 52 Section 10.03 Termination by Yorkshire and Americas 63 9.5 Environmental Indemnity 64 9.6 Taxation Schedule Indemnity 76 9.7 No Contribution the Company 53 Section 10.04 Termination by Europe or any Acquired Entity76 9.8 Minimum Losses 77 9.9 Maximum Indemnification 77 9.10 Subrogation 78 9.11 Adjustments to Indemnification 78 9.12 Sxxxx Road Indemnity 78 9.13 BCC Indemnity 79 9.14 Dusseldorf Indemnity 79 9.15 Exclusive Remedy 79 9.16 Duty to Mitigate 79 9.17 After-Tax Payments 79 9.18 Pensions Indemnity 81 10. SURVIVAL 81 10.1 Survival 81 11. TERMINATION 82 11.1 Termination for Certain Causes. 82 11.2 Procedure on and Parent 54 Section 10.05 Effect of Termination 83 12. MISCELLANEOUS 83 12.1 54 Section 10.06 Fees Following Termination 54 Section 10.07 Limitations on Liability 56 ARTICLE XI GENERAL PROVISIONS 56 Section 11.01 Non-Survival of Representations, Warranties and Agreements 56 Section 11.02 Notices 83 12.2 Counterparts 85 12.3 56 Section 11.03 Severability 57 Section 11.04 Entire Agreement 85 12.4 Agreement; Assignment 58 Section 11.05 Parties in Interest 58 Section 11.06 Specific Performance 58 Section 11.07 Governing Law, ; Dispute Resolution 85 12.5 Successors and Assigns 85 12.6 Partial Invalidity and Severability 85 12.7 59 Section 11.08 Submission to Jurisdiction; Waivers 59 Section 11.09 Amendment 60 Section 11.10 Waiver 86 12.8 Headings 86 12.9 Number and Gender 86 12.10 Construction 86 12.11 Time of Performance 86 13. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS 86 13.1 Certain Definitions 86 13.2 Index to Definitions 91 *This Table of Contents does not constitute a part of this Agreement. SCHEDULE OF EXHIBITS* 60 Section 11.11 Confidentiality 60 Section 11.12 Counterparts 60 Exhibit Reference Exhibit Name Exhibit A-1 Lxxxxx Land Exhibit A-2 Charlotte Land Exhibit A-3 Greenville Land Exhibit A-4 Dxxxxx Land A – Limited Guarantee Exhibit B Leased Real Property Exhibit C BCC Tangible Personal Property Exhibit D Registered Trademarks and Service Marks Exhibit D-1 Excluded Registered Marks Exhibit E Gibraltar Facility Assets Exhibit F Americas IPD Business Registered Marks Exhibit G Excluded Americas IPD Business Information Exhibit H Other Excluded Americas IPD Business Intellectual Property Rights Exhibit I Assets Used Exclusively in Monitoring of Groundwater Exhibit J Other Excluded Assets and Properties Exhibit K Balance – Term Sheet Principles Exhibit L Assumed Liabilities Exhibit M European Retained Liabilities Exhibit N Closing Documents Exhibits O-1 and O-2 CK Witco Supply Contracts Exhibits P-1 and P-2 Yorkshire Supply Contracts Exhibit Q Transition Services Agreement Exhibit R Charlotte Lease Agreement Exhibit S Gibraltar Lease Agreement Exhibit T Trademark License Agreement AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (CK Witco to Yorkshire) Exhibit U Trademark License Agreement (Yorkshire to CK Witco) Exhibit V Non-European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit W European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit X Non-European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Y European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Z Groundwater Monitoring Agreement Exhibit AA Gibraltar Employees Exhibit BB BCC Reorganization Matters Exhibit CC Excluded Liability Fund Matters Exhibit DD IP Registration Costs Exhibit EE Special Purpose Statement Exhibit FF Oisselthis “Agreement”), France Land Exhibit GG Due Diligence Requests Exhibit HH Indebtedness dated as of October 15May 24, 1999 Exhibit II Reviewed Pages - Listing Particulars Exhibit II-1 Listing Particulars Exhibit JJ Covered Properties Exhibit KK Certain Environmental Matters Exhibit LL Specific Indemnity Issues Exhibit MM Dispute Resolution Procedures Exhibit NN Americas IPD Business Territory *This Schedule of Exhibits does not constitute a part of this Agreement. ACQUISITION AGREEMENT THIS AGREEMENT 2022, is made and entered into as of the 29 day of November, 1999, by and among:among StoneMor Inc., a Delaware corporation (the “Company”), Axar Cemetery Parent Corp., a Delaware corporation (“Parent”), and Axar Cemetery Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

CONDUCT OF BUSINESS PENDING. CLOSING 55 THE MERGER 20 6.1 Conduct of Business in by the Ordinary Course 55 Company 20 6.2 Tax Treatment 24 ARTICLE VII ADDITIONAL AGREEMENTS 24 7.1 Shareholders Meeting 24 7.2 Other Filings 25 7.3 Additional Agreements 26 7.4 Fees and Expenses 26 7.5 No Material Changes 57 6.3 Compensation 57 6.4 Employee Benefit Plans 57 7. Solicitations 26 7.6 Officers' and Directors' Indemnification 27 7.7 Access to Information; Confidentiality 29 7.8 Public Announcements 29 7.9 Notification of Certain Matters 29 7.10 Post-Merger Operations 29 7.11 Meridian Citizens Mutual Insurance Company 31 ARTICLE VIII CONDITIONS TO OBLIGATIONS OF YORKSHIRE AND THE YORKSHIRE ENTITIES 57 7.1 MERGER 31 8.1 Conditions to the Obligations of Each Party to Effect the Merger 31 (a) Shareholder Approval 31 (b) Xxxx-Xxxxx-Xxxxxx Act 31 (c) Other Regulatory Approvals 31 (d) Other Consents 31 (e) No Injunctions, Orders or Restraints; Illegality 32 (f) Merger of Mutuals 32 8.2 Conditions to Obligations of MergerCo and Parent 32 (a) Representations and Warranties 57 7.2 Compliance with Covenants 32 (b) Performance and Obligations of the Company 32 (c) Material Adverse Change 32 (d) Opinions 32 8.3 Conditions 58 7.3 Closing Certificates 58 7.4 Consents 58 7.5 Passage to Obligations of Resolutions 58 7.6 Admission to Official List 58 7.7 No Inconsistent Requirements 58 7.8 No Injunction 58 7.9 Additional Agreements and Closing Documents 59 7.10 Related Party Matters 59 7.11 Adverse Conditions 59 8. CONDITIONS TO OBLIGATIONS OF THE CK WITCO ENTITIES 59 8.1 the Company 33 (a) Representations and Warranties 59 8.2 Compliance with Covenants 33 (b) Performance of Obligations of MergerCo and Parent 33 (c) Material Adverse Change 33 (d) Opinions 33 8.4 Frustration of Closing Conditions 59 8.3 Closing Certificates 59 8.4 Consents 60 8.5 Passage of Resolutions 60 8.6 No Inconsistent Requirements 60 8.7 No Injunction 60 8.8 Admission to Official List 60 8.9 Additional Agreements and Closing Documents 60 8.10 Adverse Conditions 60 9. INDEMNITIES 60 33 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 33 9.1 General Indemnification of the Yorkshire Entities 60 Termination 33 9.2 Payment 61 9.3 Defense of Claims 62 9.4 Indemnification of the CK Witco Entities by Yorkshire and Americas 63 9.5 Environmental Indemnity 64 9.6 Taxation Schedule Indemnity 76 9.7 No Contribution by Europe or any Acquired Entity76 9.8 Minimum Losses 77 9.9 Maximum Indemnification 77 9.10 Subrogation 78 9.11 Adjustments to Indemnification 78 9.12 Sxxxx Road Indemnity 78 9.13 BCC Indemnity 79 9.14 Dusseldorf Indemnity 79 9.15 Exclusive Remedy 79 9.16 Duty to Mitigate 79 9.17 After-Tax Payments 79 9.18 Pensions Indemnity 81 10. SURVIVAL 81 10.1 Survival 81 11. TERMINATION 82 11.1 Termination for Certain Causes. 82 11.2 Procedure on and Effect of Termination 83 12. MISCELLANEOUS 83 12.1 35 ARTICLE X GENERAL PROVISIONS 37 10.1 Notices 83 12.2 Counterparts 85 12.3 Entire 37 10.2 Interpretation 38 10.3 Non-Survival of Representations, Warranties, Covenants and Agreements 38 10.4 Miscellaneous 38 10.5 Assignment 38 10.6 Severability 38 10.7 Choice of Law/Consent to Jurisdiction 38 10.8 No Agreement 85 12.4 Governing Law, Dispute Resolution 85 12.5 Successors and Assigns 85 12.6 Partial Invalidity and Severability 85 12.7 Until Executed 39 10.9 Extension; Waiver 86 12.8 Headings 86 12.9 Number and Gender 86 12.10 Construction 86 12.11 Time of Performance 86 13. CERTAIN DEFINITIONS; 39 10.10 Amendment 39 10.11 Additional Definitions 39 INDEX OF DEFINITIONS 86 13.1 Certain Definitions 86 13.2 Index to Definitions 91 *This Table of Contents does not constitute a part of this Agreement. SCHEDULE OF EXHIBITS* Exhibit Reference Exhibit Name Exhibit A-1 Lxxxxx Land Exhibit A-2 Charlotte Land Exhibit A-3 Greenville Land Exhibit A-4 Dxxxxx Land Exhibit B Leased Real Property Exhibit C BCC Tangible Personal Property Exhibit D Registered Trademarks and Service Marks Exhibit D-1 Excluded Registered Marks Exhibit E Gibraltar Facility Assets Exhibit F Americas IPD Business Registered Marks Exhibit G Excluded Americas IPD Business Information Exhibit H Other Excluded Americas IPD Business Intellectual Property Rights Exhibit I Assets Used Exclusively in Monitoring of Groundwater Exhibit J Other Excluded Assets and Properties Exhibit K Balance Sheet Principles Exhibit L Assumed Liabilities Exhibit M European Retained Liabilities Exhibit N Closing Documents Exhibits O-1 and O-2 CK Witco Supply Contracts Exhibits P-1 and P-2 Yorkshire Supply Contracts Exhibit Q Transition Services Agreement Exhibit R Charlotte Lease Agreement Exhibit S Gibraltar Lease Agreement Exhibit T Trademark License Agreement (CK Witco to Yorkshire) Exhibit U Trademark License Agreement (Yorkshire to CK Witco) Exhibit V Non-European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit W European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit X Non-European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Y European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Z Groundwater Monitoring Agreement Exhibit AA Gibraltar Employees Exhibit BB BCC Reorganization Matters Exhibit CC Excluded Liability Fund Matters Exhibit DD IP Registration Costs Exhibit EE Special Purpose Statement Exhibit FF Oissel, France Land Exhibit GG Due Diligence Requests Exhibit HH Indebtedness as of October 15, 1999 Exhibit II Reviewed Pages - Listing Particulars Exhibit II-1 Listing Particulars Exhibit JJ Covered Properties Exhibit KK Certain Environmental Matters Exhibit LL Specific Indemnity Issues Exhibit MM Dispute Resolution Procedures Exhibit NN Americas IPD Business Territory *This Schedule of Exhibits does not constitute a part of this Agreement. ACQUISITION AGREEMENT THIS AGREEMENT is made and entered into as of the 29 day of November, 1999, by and among:DEFINED TERMS Term Section

CONDUCT OF BUSINESS PENDING. CLOSING 55 6.1 THE MERGERS 62 Section 6.1. Conduct of Business in of Brekford 62 Section 6.2. Conduct of Business of the Ordinary Course 55 6.2 No Material Changes 57 6.3 Compensation 57 6.4 Company 65 Section 6.3. Exclusivity 68 Section 6.4. Subsequent Financial Statements 69 Section 6.5. Control of Operations 69 ARTICLE VII ADDITIONAL AGREEMENTS 69 Section 7.1. Registration Statement; Information Statement 69 Section 7.2. Stockholders’ Approval; Consummation of the Mergers 69 Section 7.3. Additional Agreements 70 Section 7.4. Notification of Certain Matters 70 Section 7.5. Access to Information 71 Section 7.6. Public Announcements 72 Section 7.7. Indemnification; Directors’ and Officers’ Insurance 72 Section 7.8. Employee Benefit Plans 57 772 Section 7.9. Management and Employment Arrangements 73 Section 7.10. Stock Exchange Listing 73 Section 7.11. Sale of Upfitting Business 73 Section 7.12. Post-Merger Novume Board of Directors 73 Section 7.13. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 ARTICLE VIII CONDITIONS TO OBLIGATIONS OF YORKSHIRE AND THE YORKSHIRE ENTITIES 57 7.1 Representations and Warranties 57 7.2 Compliance with Covenants and MERGERS 75 Section 8.1. Conditions 58 7.3 Closing Certificates 58 7.4 Consents 58 7.5 Passage to the Obligations of Resolutions 58 7.6 Admission Each Party to Official List 58 7.7 No Inconsistent Requirements 58 7.8 No Injunction 58 7.9 Effect the Mergers 75 Section 8.2. Additional Agreements and Closing Documents 59 7.10 Related Party Matters 59 7.11 Adverse Conditions 59 8. CONDITIONS TO OBLIGATIONS OF THE CK WITCO ENTITIES 59 8.1 Representations and Warranties 59 8.2 Compliance with Covenants and Conditions 59 8.3 Closing Certificates 59 8.4 Consents 60 8.5 Passage of Resolutions 60 8.6 No Inconsistent Requirements 60 8.7 No Injunction 60 8.8 Admission to Official List 60 8.9 Additional Agreements and Closing Documents 60 8.10 Adverse Conditions 60 9. INDEMNITIES 60 9.1 General Indemnification Obligations of the Yorkshire Entities 60 9.2 Payment 61 9.3 Defense Company 76 Section 8.3. Additional Conditions to Obligations of Claims 62 9.4 Indemnification of the CK Witco Entities by Yorkshire and Americas 63 9.5 Environmental Indemnity 64 9.6 Taxation Schedule Indemnity 76 9.7 No Contribution by Europe or any Acquired Entity76 9.8 Minimum Losses Brekford 77 9.9 Maximum Indemnification 77 9.10 Subrogation ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 9.11 Adjustments to Indemnification Section 9.1. Termination 78 9.12 Sxxxx Road Indemnity 78 9.13 BCC Indemnity 79 9.14 Dusseldorf Indemnity 79 9.15 Exclusive Remedy 79 9.16 Duty to Mitigate 79 9.17 After-Tax Payments 79 9.18 Pensions Indemnity 81 10Section 9.2. SURVIVAL 81 10.1 Survival 81 11. TERMINATION 82 11.1 Termination for Certain Causes. 82 11.2 Procedure on and Effect of Termination 83 1279 Section 9.3. MISCELLANEOUS 83 12.1 Amendment 80 Section 9.4. Waiver 80 ARTICLE X GENERAL PROVISIONS 80 Section 10.1. Non-Survival of Representations, Warranties and Agreements 80 Section 10.2. Notices 83 12.2 Counterparts 85 12.3 Entire Agreement 85 12.4 Governing Law, Dispute Resolution 85 12.5 Successors and Assigns 85 12.6 Partial Invalidity and Severability 85 12.7 Waiver 86 12.8 Headings 86 12.9 Number and Gender 86 12.10 Construction 86 12.11 Time of Performance 86 1380 Section 10.3. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS 86 13.1 Expenses 81 Section 10.4. Certain Definitions 86 13.2 Index to Definitions 91 *This Table of Contents does not constitute a part of this 81 Section 10.5. Headings 82 Section 10.6. Severability 82 Section 10.7. Entire Agreement; No Third-Party Beneficiaries 83 Section 10.8. SCHEDULE Assignment 83 Section 10.9. Governing Law 83 Section 10.10. Counterparts 83 AMENDED AND RESTATED AGREEMENT AND PLAN OF EXHIBITS* Exhibit Reference Exhibit Name Exhibit A-1 Lxxxxx Land Exhibit A-2 Charlotte Land Exhibit A-3 Greenville Land Exhibit A-4 Dxxxxx Land Exhibit B Leased Real Property Exhibit C BCC Tangible Personal Property Exhibit D Registered Trademarks and Service Marks Exhibit D-1 Excluded Registered Marks Exhibit E Gibraltar Facility Assets Exhibit F Americas IPD Business Registered Marks Exhibit G Excluded Americas IPD Business Information Exhibit H Other Excluded Americas IPD Business Intellectual Property Rights Exhibit I Assets Used Exclusively in Monitoring of Groundwater Exhibit J Other Excluded Assets and Properties Exhibit K Balance Sheet Principles Exhibit L Assumed Liabilities Exhibit M European Retained Liabilities Exhibit N Closing Documents Exhibits O-1 and O-2 CK Witco Supply Contracts Exhibits P-1 and P-2 Yorkshire Supply Contracts Exhibit Q Transition Services Agreement Exhibit R Charlotte Lease Agreement Exhibit S Gibraltar Lease Agreement Exhibit T Trademark License Agreement (CK Witco to Yorkshire) Exhibit U Trademark License Agreement (Yorkshire to CK Witco) Exhibit V Non-European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit W European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit X Non-European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Y European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Z Groundwater Monitoring Agreement Exhibit AA Gibraltar Employees Exhibit BB BCC Reorganization Matters Exhibit CC Excluded Liability Fund Matters Exhibit DD IP Registration Costs Exhibit EE Special Purpose Statement Exhibit FF OisselMERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, France Land Exhibit GG Due Diligence Requests Exhibit HH Indebtedness dated as of October 15June 7, 1999 Exhibit II Reviewed Pages - Listing Particulars Exhibit II-1 Listing Particulars Exhibit JJ Covered Properties Exhibit KK Certain Environmental Matters Exhibit LL Specific Indemnity Issues Exhibit MM Dispute Resolution Procedures Exhibit NN Americas IPD Business Territory *This Schedule of Exhibits does not constitute a part of this 2017 (the “Agreement. ACQUISITION AGREEMENT THIS AGREEMENT ”), is made and entered into as by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the 29 day Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NovemberNovume (“Company Merger Sub”), 1999Brekford Merger Sub, by Inc., a Delaware corporation and among:a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).

CONDUCT OF BUSINESS PENDING. CLOSING 55 6.1 Business CONSUMMATION 30 7.1 Affirmative Covenants of Frontstep. 30 7.2 Negative Covenants of Frontstep. 31 7.3 Covenants of MAPICS. 33 7.4 Adverse Changes in the Ordinary Course 55 6.2 No Material Changes 57 6.3 Compensation 57 6.4 Condition. 33 7.5 Reports. 33 7.6 Payment of Certain Taxes. 34 Article 8 ADDITIONAL AGREEMENTS 34 8.1 Registration Statement; Proxy Statement; Shareholder Approval. 34 8.2 Other Offers, Etc. 36 8.3 Nasdaq National Market Listing. 37 8.4 Antitrust Notification; Consents of Regulatory Authorities. 37 8.5 Filings with State Offices. 38 8.6 Agreement as to Efforts to Consummate. 38 8.7 Investigation and Confidentiality. 38 8.8 Press Releases. 39 8.9 Tax Treatment. 39 8.10 State Takeover Laws. 39 8.11 Charter Provisions. 40 8.12 Agreement of Affiliates. 40 8.13 Employee Benefit Plans 57 7Benefits and Contracts. CONDITIONS TO OBLIGATIONS OF YORKSHIRE AND THE YORKSHIRE ENTITIES 57 7.1 Representations and Warranties 57 7.2 Compliance with Covenants and Conditions 58 7.3 Closing Certificates 58 7.4 Consents 58 7.5 Passage of Resolutions 58 7.6 Admission to Official List 58 7.7 No Inconsistent Requirements 58 7.8 No Injunction 58 7.9 Additional Agreements and Closing Documents 59 7.10 Related Party Matters 59 7.11 Adverse Conditions 59 840 8.14 Indemnification. CONDITIONS TO OBLIGATIONS OF THE CK WITCO ENTITIES 59 8.1 Representations and Warranties 59 8.2 Compliance with Covenants and Conditions 59 8.3 Closing Certificates 59 8.4 Consents 60 8.5 Passage of Resolutions 60 8.6 No Inconsistent Requirements 60 8.7 No Injunction 60 8.8 Admission to Official List 60 8.9 Additional Agreements and Closing Documents 60 8.10 Adverse Conditions 60 9. INDEMNITIES 60 9.1 General Indemnification of the Yorkshire Entities 60 9.2 Payment 61 9.3 Defense of Claims 62 9.4 Indemnification of the CK Witco Entities by Yorkshire and Americas 63 9.5 Environmental Indemnity 64 9.6 Taxation Schedule Indemnity 76 9.7 No Contribution by Europe or any Acquired Entity76 9.8 Minimum Losses 77 9.9 Maximum Indemnification 77 9.10 Subrogation 78 9.11 Adjustments to Indemnification 78 9.12 Sxxxx Road Indemnity 78 9.13 BCC Indemnity 79 9.14 Dusseldorf Indemnity 79 9.15 Exclusive Remedy 79 9.16 Duty to Mitigate 79 9.17 After-Tax Payments 79 9.18 Pensions Indemnity 81 10. SURVIVAL 81 10.1 Survival 81 11. TERMINATION 82 11.1 Termination for Certain Causes. 82 11.2 Procedure on and Effect of Termination 83 12. MISCELLANEOUS 83 12.1 Notices 83 12.2 Counterparts 85 12.3 Entire Agreement 85 12.4 Governing Law, Dispute Resolution 85 12.5 Successors and Assigns 85 12.6 Partial Invalidity and Severability 85 12.7 Waiver 86 12.8 Headings 86 12.9 Number and Gender 86 12.10 Construction 86 12.11 Time of Performance 86 13. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS 86 13.1 Certain Definitions 86 13.2 Index to Definitions 91 *This 41 Table of Contents does not constitute a part Page Article 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 42 9.1 Conditions to Obligations of this Each Party. 42 9.2 Conditions to Obligations of MAPICS. 44 9.3 Conditions to Obligations of Frontstep. 46 Article 10 TERMINATION 48 10.1 Termination. 48 10.2 Effect of Termination. 49 10.3 Non-Survival of Representations and Covenants. 49 Article 11 MISCELLANEOUS 50 11.1 Definitions. 50 11.2 Expenses. 60 11.3 Brokers and Finders. 61 11.4 Entire Agreement. SCHEDULE OF EXHIBITS* Exhibit Reference Exhibit Name Exhibit A-1 Lxxxxx Land Exhibit A-2 Charlotte Land Exhibit A-3 Greenville Land Exhibit A-4 Dxxxxx Land Exhibit B Leased Real Property Exhibit C BCC Tangible Personal Property Exhibit D Registered Trademarks 62 11.5 Amendments. 62 11.6 Waivers. 62 11.7 Assignment. 63 11.8 Notices. 63 11.9 Governing Law. 64 11.10 Counterparts. 64 11.11 Captions; Articles and Service Marks Exhibit D-1 Excluded Registered Marks Exhibit E Gibraltar Facility Assets Exhibit F Americas IPD Business Registered Marks Exhibit G Excluded Americas IPD Business Information Exhibit H Other Excluded Americas IPD Business Intellectual Property Rights Exhibit I Assets Used Exclusively in Monitoring Sections. 64 11.12 Interpretations. 64 11.13 Enforcement of Groundwater Exhibit J Other Excluded Assets and Properties Exhibit K Balance Sheet Principles Exhibit L Assumed Liabilities Exhibit M European Retained Liabilities Exhibit N Closing Documents Exhibits O-1 and O-2 CK Witco Supply Contracts Exhibits P-1 and P-2 Yorkshire Supply Contracts Exhibit Q Transition Services Agreement Exhibit R Charlotte Lease Agreement Exhibit S Gibraltar Lease Agreement Exhibit T Trademark License Agreement (CK Witco to Yorkshire) Exhibit U Trademark License Agreement (Yorkshire to CK Witco) Exhibit V Non-European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit W European Patent and Technology License Agreement (CK Witco to Yorkshire) Exhibit X Non-European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Y European Patent and Technology License Agreement (Yorkshire to CK Witco) Exhibit Z Groundwater Monitoring Agreement Exhibit AA Gibraltar Employees Exhibit BB BCC Reorganization Matters Exhibit CC Excluded Liability Fund Matters Exhibit DD IP Registration Costs Exhibit EE Special Purpose Statement Exhibit FF Oissel, France Land Exhibit GG Due Diligence Requests Exhibit HH Indebtedness as of October 15, 1999 Exhibit II Reviewed Pages - Listing Particulars Exhibit II-1 Listing Particulars Exhibit JJ Covered Properties Exhibit KK Certain Environmental Matters Exhibit LL Specific Indemnity Issues Exhibit MM Dispute Resolution Procedures Exhibit NN Americas IPD Business Territory *This Schedule of Exhibits does not constitute a part of this Agreement. ACQUISITION 65 11.14 Severability. 65 Table of Contents EXHIBIT INDEX Exhibit Description Page Exhibit 2 Restructuring Agreement 10 Exhibit 3 Affiliates Agreement 40 Exhibit 4 New Foothill Warrant 56 Table of Contents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of the 29 day of NovemberNovember 24, 19992002, by and among:among MAPICS, INC. (“MAPICS”), a Georgia corporation; FP ACQUISITION SUB, INC. (“Sub”), aGeorgia corporation; and FRONTSTEP, INC. (“Frontstep”), an Ohio corporation.