SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 27th, 2023 • Rekor Systems, Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2023, between Rekor Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between NOVUME SOLUTIONS, INC. and THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., as Representative of the Several Underwriters NOVUME SOLUTIONS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2018 • Novume Solutions, Inc. • Communications equipment, nec • New York
The undersigned, Novume Solutions, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Novume Solutions, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT REKOR SYSTEMS, INC.Pre-Funded Common Stock Purchase Warrant • March 27th, 2023 • Rekor Systems, Inc. • Communications equipment, nec
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rekor Systems, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF COMMON STOCK PURCHASE WARRANT REKOR SYSTEMS, INC.Common Stock Purchase Warrant • July 27th, 2023 • Rekor Systems, Inc. • Communications equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 25, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rekor Systems, Inc., a Delaware corporation (the “Company”), up to 2,850,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Rekor Systems, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • February 9th, 2024 • Rekor Systems, Inc. • Communications equipment, nec
Rekor Systems, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 10,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 1,500,000 additional shares (the “Optional Securities”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). To the extent that you are the only Underwriter, all references to “each Underwriter,” “the Underwriters” or “Representative” shall refer to just you.
REKOR SYSTEMS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 15th, 2019 • Rekor Systems, Inc. • Communications equipment, nec • New York
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT REKOR SYSTEMS, INC.Placement Agent Common Stock Purchase Warrant • March 27th, 2023 • Rekor Systems, Inc. • Communications equipment, nec
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 23, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rekor Systems, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of March 14, 2023, by and between the Company and H.C. Wainwright & Co., LLC.
5,327,773 Shares1 REKOR SYSTEMS, INC. Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • Rekor Systems, Inc. • Communications equipment, nec • New York
Rekor Systems, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,327,773 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriters an option to purchase up to 799,166 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (the “Agreement”) are herein collectively called the “Securities”.
REKOR SYSTEMS, INC. And ARGENT INSTITUTIONAL TRUST COMPANY, as Trustee INDENTURE Dated as of December 15, 2023Indenture • December 15th, 2023 • Rekor Systems, Inc. • Communications equipment, nec • New York
INDENTURE, dated as of December 15, 2023, by and between Rekor Systems, Inc., a Delaware corporation, as Issuer (the “Company”), and Argent Institutional Trust Company, as Trustee (the “Trustee”).
Unaudited Pro Forma Condensed Combined Financial InformationShare Purchase Agreement • September 14th, 2021 • Rekor Systems, Inc. • Communications equipment, nec
On August 18, 2021, Rekor Systems, Inc. (the “Company”) entered into that certain share purchase agreement (the “Purchase Agreement”) by and among the Company, Waycare Technologies Ltd. (“Waycare”), the sellers of Waycare named in the Purchase Agreement (the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Waycare from the Sellers (the “Acquisition”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2017 • Novume Solutions, Inc. • Communications equipment, nec • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the [●] day of [●], 2017, by and between Brekford Traffic Safety, Inc. (the “Company”) and Rodney Hillman (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2022 • Rekor Systems, Inc. • Communications equipment, nec • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of the 10th day of December, 2021, by and between Rekor Systems, Inc. (the “Company”), a Delaware corporation, and David Desharnais (the “Executive”).
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 10th, 2017 • Novume Solutions, Inc. • 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”).
NOVUME SOLUTIONS, INC. NON-QUALIFIED STOCK OPTION GRANT AGREEMENTNon-Qualified Stock Option Grant Agreement • October 6th, 2017 • Novume Solutions, Inc. • Communications equipment, nec • Delaware
THIS AGREEMENT (“Agreement”), is dated this 27th day of September, 2017, and effective as of August 28, 2017, between Novume Solutions, Inc., a Delaware corporation (the “Company”), and Robert West (the “Grantee”).
NOVUME SOLUTIONS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2017 • Novume Solutions, Inc. • Communications equipment, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2017 (the “Agreement Date”), by and among Novume Solutions, Inc., a company organized and existing under the General Corporation Law of the State of Delaware (the “Company”), and the individuals identified as “Holders” in Schedule 1 attached hereto (collectively, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2018 • Novume Solutions, Inc. • Communications equipment, nec • Virginia
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 14th day of November, 2018 (the “Effective Date”), by and between Novume Solutions, Inc. (the “Company”), a Delaware corporation, and Matthew Hill (the “Executive”).
SECOND 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, LLC, a Delaware limited liability company, BREKFORD MERGER...Agreement and Plan of Merger • July 13th, 2017 • Novume Solutions, Inc. • Communications equipment, nec • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 12, 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, 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”).
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • October 4th, 2017 • Novume Solutions, Inc. • Communications equipment, nec • Texas
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of October 4, 2017, is executed and delivered by NOVUME SOLUTIONS, INC., a Delaware corporation (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“WFB”), in light of the following:
FORM OF KEY STOCKHOLDER AGREEMENT OF BREKFORD CORP.Key Stockholder Agreement • February 10th, 2017 • Novume Solutions, Inc. • Delaware
THIS KEY STOCKHOLDER AGREEMENT (this “Agreement”) is entered into as of February , 2017, by and among BREKFORD CORP., a Delaware corporation (the “Company”), and (the “Key Stockholder”).
PREPAID ADVANCE AGREEMENTPrepaid Advance Agreement • August 14th, 2024 • Rekor Systems, Inc. • Communications equipment, nec • New York
THIS PREPAID ADVANCE AGREEMENT (this “Agreement”) dated as of August 14, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and REKOR SYSTEMS, INC., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “party” and collectively as the “parties.”
Brekford Traffic Safety, Inc.Second Amended and Restated Agreement and Plan of Merger • August 2nd, 2017 • Novume Solutions, Inc. • Communications equipment, nec
INTEREST PURCHASE AGREEMENT dated as of January 2, 2024 by and among REKOR SYSTEMS, INC., ALL TRAFFIC DATA SERVICES, LLC AND ALL TRAFFIC HOLDINGS, LLCInterest Purchase Agreement • January 3rd, 2024 • Rekor Systems, Inc. • Communications equipment, nec • Delaware
This document is not intended to create nor will it be deemed to create a legally binding or enforceable offer or agreement of any type or nature, unless and until agreed and executed by the Parties.
SERVICING AGREEMENTServicing Agreement • December 15th, 2023 • Rekor Systems, Inc. • Communications equipment, nec
This Servicing Agreement, dated as of December 15, 2023 (the “Agreement’), is made by and among Southern Traffic Services, Inc., a Florida corporation (the “Servicing Company”), Rekor Systems, Inc., a Delaware corporation (the “Issuer”), and Argent Institutional Trust Company (the “Trustee”).
REKOR SYSTEMS, INC. And ARGENT INSTITUTIONAL TRUST COMPANY, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 15, 2023First Supplemental Indenture • December 15th, 2023 • Rekor Systems, Inc. • Communications equipment, nec • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 15, 2023, by and between Rekor Systems, Inc., a Delaware corporation, as Issuer (the “Company”), and Argent Institutional Trust Company, as Trustee (the “Trustee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 3rd, 2017 • Novume Solutions, Inc. • Communications equipment, nec • New York
This Assignment and Assumption Agreement (this “Assignment”), dated as of October 1, 2017, is by and between KeyStone Solutions, LLC, a Delaware limited liability company (“Assignor”), as successor of KeyStone Solutions, Inc., a Delaware corporation (“KSI”), and Novume Solutions, Inc., a Delaware corporation (“Assignee”).
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • March 18th, 2019 • Novume Solutions, Inc. • Communications equipment, nec
This Amendment No. 1 to the Purchase Agreement dated as of February 15, 2019 (this “Amendment”), by and among OpenALPR Technology, Inc., a Florida corporation (“Seller”), Novume Solutions, Inc., a Delaware corporation (“Buyer”), and Matthew Hill (“Founder”).
ASSET PURCHASE AGREEMENT by and among NOVUME SOLUTIONS, INC., OPENALPR TECHNOLOGY, INC. And MATTHEW HILL Dated as of November 14, 2018Asset Purchase Agreement • November 15th, 2018 • Novume Solutions, Inc. • Communications equipment, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (as may be amended or restated from time to time, this “Agreement”) is made as of November 14, 2018, by and among OpenALPR Technology, Inc., a Florida corporation (“Seller”), Novume Solutions, Inc., a Delaware corporation (“Buyer”), and Matthew Hill (“Founder”).
STOCK PURCHASE AGREEMENT dated as of June 17, 2022 by and amongStock Purchase Agreement • June 21st, 2022 • Rekor Systems, Inc. • Communications equipment, nec • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 17, 2022, by and among REKOR SYSTEMS, INC., a Delaware corporation (“Buyer”), SOUTHERN TRAFFIC SERVICES, INC., a Florida corporation (the “Company”), each of (i) Mark Knowles and (ii) Sheila R. Knowles as Trustee under the Revocable Living Trust Agreement of Sheila R. Knowles dated November 25, 2003, Amended and Restated on April 15, 2010 (together, “Sellers” (and each individually a “Seller”)), and Sheila Knowles, as the representative of Sellers (the “Representative”). Buyer, the Company, Sellers and the Representative are sometimes individually referred to herein as a “Party” and collectively herein as the “Parties”. To the extent that capitalized terms are not defined in the text hereof, such terms shall have the meanings set forth in Exhibit A hereto.
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 • June 9th, 2017 • Novume Solutions, Inc. • Communications equipment, nec • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June , 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”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 6th, 2020 • Rekor Systems, Inc. • Communications equipment, nec • Maryland
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of June 29, 2020, is made by Talent Teams LLC, a Texas limited liability company State of Texas (the “Pledgor”) in favor of Rekor Systems, Inc., a Delaware corporation, (the “Secured Party”).
Extension of Richard A. Nathan Employment AgreementEmployment Agreement • June 9th, 2017 • Novume Solutions, Inc. • Communications equipment, nec
IT IS HEREBY AGREED by and between the undersigned that the Employment Agreement between Richard A. Nathan and KeyStone Solutions, Inc., is hereby extended to December 31, 2017.
SECURITY AGREEMENTSecurity Agreement • April 9th, 2018 • Novume Solutions, Inc. • Communications equipment, nec • New York
THIS SECURITY AGREEMENT made as of this 3rd day of April 2018, by and between BREKFORD TRAFFIC SAFETY, INC. (“BTS” or “Debtor”)), a Delaware corporation, and CEDARVIEW OPPORTUNITIES MASTER FUND, LP, a Delaware limited partnership, with an office located at One Penn Plaza, 45th Floor, New York, NY 10119 (the “Creditor”).
FORM OF COMMON STOCK PURCHASE WARRANT REKOR SYSTEMS, INC.Security Agreement • January 23rd, 2023 • Rekor Systems, Inc. • Communications equipment, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [____________________________] (including his/her/its permitted and registered assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Rekor Systems, Inc. (the “Company”) up to [_________] shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect.
AMENDMENT TO PROMISSORY NOTE DATED APRIL 3, 2018Promissory Note • October 24th, 2018 • Novume Solutions, Inc. • Communications equipment, nec
This is an amendment to the $2,000,000 principal amount promissory note dated April 3, 2018 (the “Amendment”), by and among Brekford Traffic Safety, Inc., a Delaware corporation, and Novume Solutions, Inc., a Delaware corporation (collectively “Borrower”), and Cedarview Opportunities Master Fund, LP, a Delaware limited partnership (“Lender”)(the “Promissory Note”).
NOVUME SOLUTIONS, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • April 11th, 2019 • Novume Solutions, Inc. • Communications equipment, nec • Delaware
THIS AGREEMENT (this “Agreement”), is made as of this _____ day of __________, between Novume Solutions, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Employee”). Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed to them in the Novume Solutions, Inc. 2017 Equity Award Plan (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions:
