Common use of CONDUCT OF BUSINESS PENDING Clause in Contracts

CONDUCT OF BUSINESS PENDING. CONSUMMATION 37 5.1 Affirmative Covenants of Seller and Buyer. 37 5.2 Negative Covenants of Seller. 38 5.3 Adverse Changes in Condition. 40 5.4 Reports. 40 ARTICLE 6 ADDITIONAL AGREEMENTS 41 6.1 Shareholder Approvals. 41 6.2 Registration of Buyer Common Stock. 42 6.3 Other Offers, etc. 43 6.4 Consents of Regulatory Authorities. 44 6.5 Agreement as to Efforts to Consummate. 44 6.6 Investigation and Confidentiality. 44 6.7 Press Releases. 45 6.8 Charter Provisions. 45 6.9 Employee Benefits and Contracts. 45 6.10 Section 16 Matters. 47 6.11 Indemnification. 47 ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 48 7.1 Conditions to Obligations of Each Party. 48 7.2 Conditions to Obligations of Buyer. 49 7.3 Conditions to Obligations of Seller. 50 ARTICLE 8 TERMINATION 51 8.1 Termination. 51 8.2 Effect of Termination 52 8.3 Termination Fee. 52 8.4 Non-Survival of Representations and Covenants. 53 ARTICLE 9 MISCELLANEOUS 53 9.1 Definitions. 53 9.2 Expenses. 62 9.3 Entire Agreement. 62 9.4 Amendments. 62 9.5 Waivers. 62 9.6 Assignment. 63 9.7 Notices. 63 9.8 Governing Law. 63 9.9 Counterparts. 64 9.10 Captions; Articles and Sections. 64 9.11 Interpretations. 64 9.12 Enforcement of Agreement. 64 9.13 Severability. 64

CONDUCT OF BUSINESS PENDING. CONSUMMATION 37 5.1 Affirmative Covenants THE ARRANGEMENT 21 Section 4.01 Conduct of Seller and Buyer. 37 5.2 Negative Covenants of Seller. 38 5.3 Adverse Changes in Condition. 40 5.4 Reports. 40 Business by the Company Pending the Arrangement 21 Section 4.02 Subsequent Company Documents; Monthly Financial Statements 24 ARTICLE 6 V ADDITIONAL AGREEMENTS 41 6.1 25 Section 5.01 Interim Order; Information Circular; Final Order 25 Section 5.02 Appropriate Action; Consents; Filings 26 Section 5.03 Access to Information 27 Section 5.04 No Solicitation 28 Section 5.05 D&O Indemnification 31 Section 5.06 Notification of Certain Matters 31 Section 5.07 Public Announcements 32 Section 5.08 Shareholder Approvals. 41 6.2 Registration of Buyer Common Stock. 42 6.3 Other Offers, etc. 43 6.4 Consents of Regulatory Authorities. 44 6.5 Agreement as to Efforts to Consummate. 44 6.6 Investigation and Confidentiality. 44 6.7 Press Releases. 45 6.8 Charter Provisions. 45 6.9 Employee Benefits and Contracts. 45 6.10 Approval 32 Section 16 Matters. 47 6.11 Indemnification. 47 5.09 Securities Exchange Filings 32 Section 5.10 Stock Purchase Plans 32 Section 5.11 Company Stock Options 33 Section 5.12 Further Assurances 33 ARTICLE 7 VI CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 48 7.1 THE ARRANGEMENT 33 Section 6.01 Conditions to the Obligations of Each Party. 48 7.2 Party 33 Section 6.02 Conditions to the Obligations of Buyer. 49 7.3 Parent and Subco 34 Section 6.03 Conditions to the Obligations of Seller. 50 the Company 35 Section 6.04 Merger of Conditions 36 ARTICLE 8 TERMINATION 51 8.1 VII TERMINATION, AMENDMENT AND WAIVER 36 Section 7.01 Termination 36 Section 7.02 Method of Termination. 51 8.2 ; Effect of Termination 52 8.3 37 Section 7.03 Payments on Termination Fee. 52 8.4 38 Section 7.04 Amendment 39 Section 7.05 Waiver 39 ARTICLE VIII GENERAL PROVISIONS 40 Section 8.01 Non-Survival of Representations Representations, Warranties and Covenants. 53 ARTICLE 9 MISCELLANEOUS 53 9.1 Definitions. 53 9.2 Expenses. 62 9.3 Agreements 40 Section 8.02 Expenses 40 Section 8.03 Notices 40 Section 8.04 Certain Definitions 42 Section 8.05 Interpretation 49 Section 8.06 Severability 49 Section 8.07 Entire Agreement. 62 9.4 Amendments. 62 9.5 Waivers. 62 9.6 Assignment. 63 9.7 Notices. 63 9.8 Governing Law. 63 9.9 Counterparts. 64 9.10 Captions; Articles and Sections. 64 9.11 Interpretations. 64 9.12 Enforcement of Agreement. 64 9.13 Severability. 64Assignment 49 Section 8.08 Parties in Interest 50 – ii – TABLE OF CONTENTS (Cont'd) Page

CONDUCT OF BUSINESS PENDING. CONSUMMATION 37 5.1 Affirmative Covenants THE MERGERS 62 Section 6.1. Conduct of Seller and BuyerBusiness of Brekford 62 Section 6.2. 37 5.2 Negative Covenants Conduct of SellerBusiness of the Company 65 Section 6.3. 38 5.3 Adverse Changes in ConditionExclusivity 68 Section 6.4. 40 5.4 ReportsSubsequent Financial Statements 69 Section 6.5. 40 Control of Operations 69 ARTICLE 6 VII ADDITIONAL AGREEMENTS 41 6.1 Shareholder Approvals69 Section 7.1. 41 6.2 Registration Statement; Information Statement 69 Section 7.2. Stockholders’ Approval; Consummation of Buyer Common Stockthe Mergers 69 Section 7.3. 42 6.3 Other Offers, etcAdditional Agreements 70 Section 7.4. 43 6.4 Consents Notification of Regulatory AuthoritiesCertain Matters 70 Section 7.5. 44 6.5 Agreement as Access to Efforts Information 71 Section 7.6. Public Announcements 72 Section 7.7. Indemnification; Directors’ and Officers’ Insurance 72 Section 7.8. Employee Benefit Plans 72 Section 7.9. Management and Employment Arrangements 73 Section 7.10. Stock Exchange Listing 73 Section 7.11. Sale of Upfitting Business 73 Section 7.12. Post-Merger Novume Board of Directors 73 Section 7.13. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 ARTICLE VIII CONDITIONS TO MERGERS 75 Section 8.1. Conditions to Consummatethe Obligations of Each Party to Effect the Mergers 75 Section 8.2. 44 6.6 Investigation and Confidentiality. 44 6.7 Press Releases. 45 6.8 Charter Provisions. 45 6.9 Employee Benefits and Contracts. 45 6.10 Section 16 Matters. 47 6.11 Indemnification. 47 ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 48 7.1 Additional Conditions to Obligations of Each Partythe Company 76 Section 8.3. 48 7.2 Additional Conditions to Obligations of BuyerBrekford 77 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 Section 9.1. 49 7.3 Conditions to Obligations of SellerTermination 78 Section 9.2. 50 ARTICLE 8 TERMINATION 51 8.1 Termination. 51 8.2 Effect of Termination 52 8.3 Termination Fee79 Section 9.3. 52 8.4 Amendment 80 Section 9.4. Waiver 80 ARTICLE X GENERAL PROVISIONS 80 Section 10.1. Non-Survival of Representations Representations, Warranties and CovenantsAgreements 80 Section 10.2. 53 ARTICLE 9 MISCELLANEOUS 53 9.1 DefinitionsNotices 80 Section 10.3. 53 9.2 ExpensesExpenses 81 Section 10.4. 62 9.3 Certain Definitions 81 Section 10.5. Headings 82 Section 10.6. Severability 82 Section 10.7. Entire Agreement; No Third-Party Beneficiaries 83 Section 10.8. 62 9.4 AmendmentsAssignment 83 Section 10.9. 62 9.5 WaiversGoverning Law 83 Section 10.10. 62 9.6 Assignment. 63 9.7 Notices. 63 9.8 Governing Law. 63 9.9 Counterparts. 64 9.10 Captions; Articles Counterparts 83 SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2017 (the “Agreement”), is entered into by and Sections. 64 9.11 Interpretations. 64 9.12 Enforcement among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of Agreement. 64 9.13 Severability. 64the Company (“Novume”), KeyStone Merger Sub, LLC , a Delaware limited liability company and a wholly-owned subsidiary of Novume previously existing as KeyStone Merger Sub, Inc. (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).