Common use of Registration Statement; Information Statement Clause in Contracts

Registration Statement; Information Statement. None of the information supplied or to be supplied by or on behalf of Brekford for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the “Registration Statement”) to be filed with the SEC by Novume in connection with the issuance of shares of Novume Common Stock and Novume Preferred Stock in the Mergers will, at the time the Registration Statement becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of Brekford for inclusion or incorporation by reference in the information statement, in definitive form, relating to the approval of the Mergers by the required Brekford stockholders (the “Information Statement”) will, at any time prior to the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Brekford, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Information Statement, Brekford shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Brekford. The Registration Statement and the Information Statement (except for information relating to or provided by the Company) will each comply as to form in all material respects with the provisions of the 1933 Act and the Exchange Act, as applicable, and the rules and regulations promulgated thereunder, as applicable.

Registration Statement; Information Statement. None Subject to the following sentence, none of the information supplied or to be supplied by or on behalf of Brekford the Company specifically for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 (the “Registration Statement”) to be filed with the SEC by Novume Parent in connection with the issuance of shares of Novume the Parent Common Stock and Novume Preferred Stock in or as a result of the Mergers Merger (as supplemented or amended prior to the Effective Time, the "S-4") will, at the time the Registration Statement S-4 is initially filed with the SEC and at the time the S-4 initially becomes effective under the 1933 Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of ; and (b) the information supplied or to be supplied by or on behalf of Brekford for inclusion or incorporation by reference in the information statement, in definitive form, relating to the approval of the Mergers by the required Brekford stockholders (the “Information Statement”) /Prospectus will, at any time prior the date the Information Statement/Prospectus is mailed to the stockholders of the Company and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. If at Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any time information included in the S-4 or Information Statement/Prospectus other than information supplied by the Company, its auditors, legal counsel, financial advisors or other consultants or advisors for inclusion or incorporation by reference therein. The definitive information statement (as supplemented or amended prior to the Effective Time any event with respect Time) relating to Brekford, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Information Statement, Brekford shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Brekford. The Registration Statement this Agreement and the Information Statement (except for information relating to or provided by the Company) Transactions will each comply as to form in all material respects with the provisions of the 1933 Exchange Act and the Exchange Act, as applicable, and the rules and regulations promulgated by the SEC thereunder, as applicable.

Registration Statement; Information Statement. None of (a) USW hereby covenants and agrees that the information supplied or and to be supplied to ACC by or on behalf of Brekford USW for inclusion or incorporation by reference in the Registration Statement registration statement of ACC on Form S-4 (pursuant to which shares of ACC Class A Common Stock issued in the “Registration Statement”) to Merger will be filed registered with the SEC by Novume in connection with (the issuance of shares of Novume Common Stock and Novume Preferred Stock in "Registration Statement") shall not contain, either at the Mergers will, time such information is provided to ACC or at the time the Registration Statement becomes is declared effective under by the 1933 ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. None of the The information supplied or and to be supplied by or on behalf of Brekford USW for inclusion or incorporation by reference in the information statement, /prospectus (the "Information Statement") to be sent to the shareholders of USW in definitive form, relating to connection with the solicitation of the written consent of the shareholders of USW concerning the approval of this Agreement and the Mergers by the required Brekford stockholders Merger (the “"USW Shareholder Consents") shall not, on the date the Information Statement”) willStatement is first mailed to shareholders of USW, on the date the USW Shareholder Consents are required to be returned to USW, or at any time prior to the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light the Information Statement not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of the circumstances under USW Shareholder Consents which they are made, not has become false or misleading. If at any time prior to the Effective Time any event with respect relating to BrekfordUSW, its officers and directors any of the USW Entities or any of its Subsidiaries their respective officers, directors or affiliates should occur be discovered by USW which is required to should be described set forth in an amendment of, or a supplement to, to the Registration Statement or a supplement to the Information Statement, Brekford USW shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Brekford. The Registration Statement and the Information Statement (except for information relating to or provided by the Company) will each comply as to form in all material respects with the provisions of the 1933 Act and the Exchange Act, as applicable, and the rules and regulations promulgated thereunder, as applicableinform ACC.

Registration Statement; Information Statement. None of --------------------------------------------- the information supplied or to be supplied by or on behalf of Brekford Vitalink for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 registration statement registering under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “"Securities Act") the Vitalink Common Stock to be issued at the Effective Time (such registration statement as amended by any amendments thereto being referred to herein as the "Registration Statement”") or (ii) the information statement or proxy statement to be filed with sent to the SEC by Novume stockholders of Vitalink in connection with the issuance of shares of Novume Common Stock Stockholder Approval, including all amendments and Novume Preferred Stock supplements thereto (the "Vitalink Information Statement"), shall, in the Mergers willcase of the Registration Statement, at (i) the time the Registration Statement becomes effective under and (ii) the 1933 ActEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make and in the statements therein, in light case of the circumstances under which they were madeVitalink Information Statement, not misleading. None on the date the Vitalink Information Statement is first mailed to stockholders, at the date of the information supplied or to be supplied by or on behalf of Brekford for inclusion or incorporation by reference in the information statement, in definitive form, relating to the approval of the Mergers by the required Brekford stockholders (the “Information Statement”) will, Stockholder Approval and at any time prior to the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. If at any time prior to the Effective Time any event with respect to Brekford, its officers and directors Vitalink or any of its Subsidiaries should shall occur which is required to be described in an amendment of, or a supplement tothe Registration Statement, the Registration Vitalink Information Statement or the Information StatementProxy Statement (as hereinafter defined), Brekford shall promptly so advise the Company and such event shall be so described, and such an amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the SEC Securities and Exchange Commission (the "SEC") and, as required by law, disseminated to the shareholders stockholders of BrekfordVitalink and GranCare. The Registration Statement and the Vitalink Information Statement will (except for information relating with respect to or provided by the CompanyVitalink) will each comply as to form in all material respects with the applicable provisions of the 1933 Securities Act and the Securities Exchange ActAct of 1934, as applicableamended, and the rules and regulations promulgated thereunderthereunder (the "Exchange Act"), as applicablethe case may be.