Re: Selling Agreement (the “Agreement”)Selling Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Florida
Tactical Solution Partners, Inc., a Delaware corporation (the “Seller”), proposes to offer and sell (the “Offering”), to selected investors, upon the terms set forth herein and in the Subscription Agreement and the Confidential Private Placement Memorandum (which collectively, together with the attachments and exhibits thereto, is referred to as the “Offering Document”). Sierra Equity Group, LLC will use their best efforts to raise $1,000,000, upon terms and conditions satisfactory to the Seller and potential investors introduced to Seller. In addition, warrants will accompany the Offering and shall have a term of five (5) years, and be in the form attached to the Offering Document (The warrants and commons stock underlying the Offering are sometimes referred to hereafter as the “Offered Securities”).
Tactical Solution Options Teaming AgreementTeaming Agreement • October 18th, 2007 • Tactical Solution Partners, Inc. • Communications equipment, nec • Delaware
THIS TEAMING AGREEMENT, including all Exhibits attached hereto or referenced herein (hereinafter referred to as “this Agreement”), is made and entered into this 5th day of February, 2007, by and between Tactical Solution Options, a Division of Tactical Solution Partners, Inc. (“TSO”), a Delaware corporation with offices located at 1403 Greenbrier Pkwy., Suite 430, Chesapeake, VA 23320, and AMTI, an Operation of Science Applications International Corporation (“SAIC”), a Delaware corporation with offices located at 2900 Sabre Street, Suite 800, Virginia Beach, VA 23452. TSO and SAIC are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG KEYSTONE SOLUTIONS, INC., a Delaware corporation, NOVUME SOLUTIONS, Inc., a Delaware corporation, KEYSTONE MERGER SUB, INC., a Delaware corporation, BREKFORD MERGER SUB, INC., a Delaware corporation, and...Merger Agreement • February 14th, 2017 • Brekford Corp. • Communications equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 10, 2017 (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford 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”).
ContractWarrant Agreement • March 23rd, 2009 • Brekford International Corp. • Communications equipment, nec • Maryland
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Texas
This Placement Agency Agreement (this “Agreement”) is made and entered into as of February 24, 2006 (the “Effective Date”), by and between Tactical Solution Partners, Inc., a Delaware corporation (the “Company”), and Stonegate Securities, Inc., a Texas corporation (“Stonegate”).
UNSECURED PROMISSORY NOTEUnsecured Promissory Note • December 8th, 2009 • Brekford International Corp. • Communications equipment, nec • Maryland
FOR VALUE RECEIVED, Brekford International Corp., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ____________ (the “Lender”), located at ______________________ (Lender and all other or subsequent holders of this promissory note (the “Note”) being sometimes referred to as the “Holder”), the principal sum of _______ Dollars ($_________) (the “Loan”) together with interest on the unpaid principal amount until paid in full, upon the following terms:
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG KEYSTONE SOLUTIONS, INC., a Delaware corporation, NOVUME SOLUTIONS, Inc., a Delaware corporation, KEYSTONE MERGER SUB, INC., a Delaware corporation, BREKFORD MERGER SUB, INC., a Delaware...Agreement and Plan of Merger • July 14th, 2017 • Brekford Traffic Safety, Inc. • Communications equipment, nec • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2017 (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).
ROSENTHAL & ROSENTHAL, INC.Financing Agreement • May 28th, 2014 • Brekford Corp. • Communications equipment, nec • New York
AGREEMENT dated May 27, 2014 between Brekford Corp. ("Borrower"), a Corporation duly organized and presently existing in good standing under the laws of the State of Delaware whose chief executive office is at 7020 Dorsey Road, Bldg C, Hanover, MD 21076, and ROSENTHAL & ROSENTHAL, INC. ("Lender"), a New York corporation with an address at 1370 Broadway, New York NY 10018.
TACTICAL SOLUTION PARTNERS, INC. TEAMING AGREEMENTTeaming Agreement • October 18th, 2007 • Tactical Solution Partners, Inc. • Communications equipment, nec
By their signatures below, Tactical Solution Partners, Inc. (TSPI) a Delaware Corporation with a place of business located at One Greenbrier Point, Suite 430, 1403 Greenbrier Parkway, Chesapeake, VA 23320 and Protective Enterprises, LLC (Protective Enterprises) of Dulles, Virginia agree to enter into a teaming agreement whereas TSPI will represent Protective Enterprises in the marketing of their proprietary ** products to the US Military and other accounts as agreed to by both parties in writing.
Marine Solutions Inc. Teaming AgreementTeaming Agreement • October 18th, 2007 • Tactical Solution Partners, Inc. • Communications equipment, nec • Delaware
THIS TEAMING AGREEMENT, including all Exhibits attached hereto or referenced herein (hereinafter referred to as “this Agreement”), is made and entered into this 17th day of January, 2007, by and between Marine Solutions, Inc. (“MSI”), a Virginia corporation with offices located at 900 Pillow Drive, Virginia Beach, VA 23454, and Tactical Solution Options, a division of Tactical Solution Partners, Inc. (“TSO”), a Delaware corporation with offices located at 1403 Greenbrier Pkwy., Suite 430, Chesapeake, VA 23320. MSI and TSO are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
Tactical Solution Options Teaming AgreementTeaming Agreement • October 18th, 2007 • Tactical Solution Partners, Inc. • Communications equipment, nec • Delaware
THIS TEAMING AGREEMENT, including all Exhibits attached hereto or referenced herein (hereinafter referred to as “this Agreement”), is made and entered into this 17th day of January, 2007, by and between Tactical Solution Options, a Division of Tactical Solution Partners, Inc. (“TSO”), a Delaware corporation with offices located at 1403 Greenbrier Pkwy., Suite 430, Chesapeake, VA 23320, and LINXX Security, Inc. (“LINXX”), a Virginia corporation with offices located at 1320 Kempsville Rd., Virginia Beach, VA 23464. TSO and LINXX are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
Subordination AgreementSubordination Agreement • July 18th, 2012 • Brekford Corp. • Communications equipment, nec
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of the _______ day of June, 2012, by and among PNC BANK, NATIONAL ASSOCIATION (the “Bank”), BREKFORD CORP. (the “Borrower”), and C. B. BRECHIN (the “Creditor”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 6th, 2007 • Tactical Solution Partners, Inc.
This Executive Employment Agreement (“Agreement”) is made and entered into as of this 6th day of January, 2006 (the “Effective Date”), by and between Tactical Solution Partners, Inc., a Delaware corporation (the “Company”) and Charley Wall (“Executive”).
ContractPromissory Note • July 6th, 2007 • Tactical Solution Partners, Inc.
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
This Employment Agreement (“Agreement”) is made and entered into as of this 1st day of February, 2006 (the “Effective Date”), by and between Tactical Solution Partners, Inc., a Delaware corporation (the “Company”) and (“Employee”).
AGREEMENT OF SUBORDINATION AND ASSIGNMENTAgreement of Subordination and Assignment • May 28th, 2014 • Brekford Corp. • Communications equipment, nec • New York
In order to induce ROSENTHAL & ROSENTHAL, INC., a New York corporation (hereinafter called "Lender"), its successors, or assigns, from time to time to make loans and advances and extend other financial accommodations to or for the account of Brekford Corp., a Delaware corporation having a principal place of business at 7020 Dorsey Road, Bldg C, Hanover, MD 21076, its successors or assigns (hereinafter called "Debtor),___________ an individual having a residence address at ____________, (hereinafter called the "Creditor"), and who, if two or more in number,
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GLOBAL PUBLIC SAFETY, LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • March 6th, 2017 • Brekford Corp. • Communications equipment, nec
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GLOBAL PUBLIC SAFETY, LLC is hereby adopted and entered into by and among GLOBAL PUBLIC SAFETY, LLC, a Delaware limited liability company (the “Company”), LB&B ASSOCIATES, INC., a North Carolina corporation (the “Majority Member”) and BREKFORD CORP., a Delaware corporation (the “Minority Member”), effective as of February 28, 2017.
Loan AgreementLoan Agreement • July 18th, 2012 • Brekford Corp. • Communications equipment, nec
THIS LOAN AGREEMENT (the “Agreement”), is entered into as of June _____, 2012, between BREKFORD CORP. (the “Borrower”), with an address at 7020 Dorsey Road, Suite C, Hanover, Maryland 21076, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at Two Hopkins Plaza, 20th Floor, Baltimore, Maryland 21201.
Second Amendment to Loan DocumentsLoan Agreement • March 27th, 2014 • Brekford Corp. • Communications equipment, nec
THIS SECOND AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of the effective date of September 28, 2013 (the “Effective Date”), by and between BREKFORD CORP., a Delaware corporation (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”).
December 18, 2006 Mr. Maris J. Licis Secretary Tactical Solution Partners, Inc. International Trade Center Glen Burnie, MD 21061 Re: Investment Banking Advisory Agreement Dear Mr. Licis:Investment Banking Advisory Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Florida
This Consulting Agreement (“Agreement”) will certify that Tactical Solution Partners, Inc. (hereinafter referred to as “the Client”) has agreed to engage Sierra Equity Group, Ltd. (“Sierra”) on a non-exclusive basis to perform services related to financial consulting and public relations matters pursuant to the terms and conditions set forth herein.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PELICAN MOBILE COMPUTERS, INC. A MARYLAND CORPORATION AND AMERICAN FINANCIAL HOLDINGS INC. A DELAWARE CORPORATION AND THE PELICAN STOCKHOLDERS (as defined herein)Merger Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of December 21, 2005 by and among AMERICAN FINANCIAL HOLDINGS INC., a Delaware corporation (the “Company”), PELICAN MOBILE COMPUTERS, INC., a Maryland corporation (“Pelican”), and the holders of the outstanding capital stock of Pelican identified on Schedule A hereto (the “Pelican Stockholders”).
ContractPledge Agreement • March 6th, 2017 • Brekford Corp. • Communications equipment, nec • Delaware
THIS PLEDGE AGREMEENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 28, 2017, BY AND AMONG THE PLEDGOR, THE SECURED PARTY AND M&T BANK.
March 27, 2007 Mr. Maris J. Licis Secretary Tactical Solution Partners, Inc. International Trade Center Glen Burnie, MD 21061 Re: Supplements to Investment Banking Advisory Agreement and Selling Agreement Dear Mr. Licis:Investment Banking Advisory Agreement and Selling Agreement • July 6th, 2007 • Tactical Solution Partners, Inc.
This letter shall supplement that certain Investment Banking Advisory Agreement (“Advisory Agreement”) dated December 18, 2006 and that certain Selling Agreement dated December 20, 2006.
SUBLEASE AGREEMENT by and between GLOBAL PUBLIC SAFETY, LLC and BREKFORD CORP. Hanover, Maryland 21076 SUBLEASE AGREEMENTSublease Agreement • March 6th, 2017 • Brekford Corp. • Communications equipment, nec • Maryland
THIS SUBLEASE ("Sublease") is made as of the 28th day of February 2017, by and between Global Public Safety, LLC a Delaware limited liability company (Landlord) and Brekford Corp., a Delaware corporation ("Tenant").
GREENBRIER POINT LEASE AGREEMENTLease Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Virginia
THIS LEASE made this 13th day of February, 2006 by and between GREENBRIER POINT PARTNERS, a Virginia limited partnership (herein called "Landlord") and Tactical Solution Partners, Inc., a Delaware corporation, (herein called "Tenant").
Waiver and Fourth Amendment to Loan DocumentsLoan Agreement • May 15th, 2014 • Brekford Corp. • Communications equipment, nec
THIS WAIVER AND FOURTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of March 24, 2014, by and between BREKFORD CORP., a Delaware corporation (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”).
Trilogy Capital Partners, Inc. Letter of Engagement Tactical Solution Partners, Inc. May 23, 2007Letter of Engagement • July 6th, 2007 • Tactical Solution Partners, Inc. • California
The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. (“Trilogy”) by Tactical Solution Partners, Inc. (“TTSR” or the “Company”):
BILL OF SALE December 8th, 2008Bill of Sale • March 23rd, 2009 • Brekford International Corp. • Communications equipment, nec
This Bill of Sale is made by the undersigned, Brekford International Corp., a Delaware corporation (the “Seller”), in favor of TSO Armor and Training Inc., a Virginia corporation ( “Buyer”).
SUBSCRIPTION AGREEMENT INCLUDING INVESTMENT REPRESENTATIONSSubscription Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Delaware
The undersigned, ____________________________________________ hereby invests a total amount of $_______________ as a subscription for the purchase of ______________ Units of Tactical Solution Partners, Inc. (the “Company”) at a price of $0.50 per Unit. Each Unit is comprised of two shares of Common Stock, par value $.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock (the “Warrants”). Unless otherwise agreed to by the Company, the undersigned herewith submits the undersigned’s check payable to “Tactical Solution Partners, Inc.” in full payment for such Units along with this Agreement.
CONTRACT AND AGREEMENT FOR SALE OF ASSETSSale of Assets Agreement • March 23rd, 2009 • Brekford International Corp. • Communications equipment, nec • Virginia
This AGREEMENT FOR SALE OF ASSETS (“Agreement”), dated as of the 8th day of December, 2008 (“Closing Date”), by and among Brekford International Corp., a Delaware corporation (the “Seller”), and TSO Armor and Training Inc., a Virginia corporation (the “Buyer”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 2nd, 2010 • Brekford Corp. • Communications equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of October 27, 2010, by and between Brekford Corp., a Delaware corporation (“Acquiring Company”), and Pelican Mobile Computers, Inc., a Maryland corporation (“Target Company”). Acquiring Company and Target Company are hereinafter sometimes collectively referred to as the “Constituent Entities.”
Landlord-Tenant LeaseLandlord-Tenant Lease • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
THIS LEASE is made this 1st day of January, 2004, by and between Peppermill Properties, LLC hereinafter referred to as the "Landlord," and PelicanMobile Computers, Inc , hereinafter referred to as the "Tenants."
Birch Systems December 29, 2006Consulting Agreement • July 6th, 2007 • Tactical Solution Partners, Inc.
SEVERANCE AND RELEASE AGREEMENTSeverance Agreement • July 6th, 2007 • Tactical Solution Partners, Inc. • Maryland
THIS SEVERANCE AND RELEASE AGREEMENT (“Agreement”) is made as the Effective Date (defined in Section 5) by and between Charles A. Wall (“Wall”) and Tactical Solution Partners, Inc., a Delaware corporation (“TSPI”), concerning the termination of Wall’s employment with TSPI.
Committed Line of Credit Note (Daily LIBOR) $3,000,000.00 June ___, 2012Committed Line of Credit Note • July 18th, 2012 • Brekford Corp. • Communications equipment, nec
FOR VALUE RECEIVED, BREKFORD CORP. (the “Borrower”), with an address at 7020 Dorsey Road, Suite C, Hanover, Maryland 21076, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at Two Hopkins Plaza, 20th Floor, Baltimore, Maryland 21201, or at such other location as the Bank may designate from time to time, the principal sum of THREE MILLION AND 00/100 DOLLARS ($3,000,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, all as provided below.
