ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.1
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”).
WHEREAS, effective
as of January 25, 2017, KSI entered into that certain Membership
Interest Purchase Agreement (the “Membership Interest Purchase
Agreement”) by and among KSI, Firestorm Solutions LLC,
a Delaware limited liability company (“Firestorm Solutions”),
Firestorm Franchising LLC, a Georgia limited liability company
(“Firestorm
Franchising” and, together with Firestorm Solutions,
“Firestorm”), Xxxxxxx
Xxxxxxxx (“SL”), Xxxxx Xxxxxx
(“HR”),
Xxxxx Xxxxxxxxxxx (“JS”), and Lancer
Financial Group, Inc., an Illinois corporation (“Lancer”), pursuant to
which KSI acquired all of the outstanding membership interests in
Firestorm in consideration of, among other things, four promissory
notes (collectively, the “Firestorm Notes”) made by
KSI in favor of each of Lancer, SL, JS and HR in the principal
amounts of $500,000.00, $166,666.67, $166,666.67 and $166,666.66,
respectively; and
WHEREAS, effective
as of August 28, 2017, KSI merged with and into Assignor, and
Assignor succeeded KSI as the issuer of the Firestorm Notes,
pursuant to the terms of that certain Second Amended and Restated
Agreement and Plan of Merger (the “Merger Agreement”) by and
among Assignor, Assignee, KSI, Brekford Traffic Safety, Inc., a
Delaware corporation, and Brekford Merger Sub, Inc., a Delaware
corporation;
WHEREAS, Assignee,
being the sole member of Assignor, desires to assume all right,
title and interest in, to and under the Firestorm Notes from
Assignor, and Assignor wishes to assign all right, title and
interest in, to and under the Firestorm Notes to
Assignee;
WHEREAS,
Assignor and Assignee have agreed to enter into this Assignment
providing for the assignment, transfer and conveyance to Assignee
of all of Assignor’s right, title and interest in, to and
under the Firestorm Notes;
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1. Assignment of Firestorm Notes.
Assignor hereby transfers, assigns, conveys and delivers to
Assignee all of Assignor’s right, title and interest in, to
and under the Firestorm Notes, and Assignee hereby accepts such
assignment.
2. Entire
Agreement; No Third Party Beneficiary. This Assignment
constitutes the entire agreement, and supersedes all other prior
agreements and understandings, both written and oral, between the
parties, or any of them, with respect to the subject matter hereof.
This Assignment shall be binding upon and inure solely to the
benefit of each party hereto and their respective successors and
permitted assigns, and and nothing in this Assignment, express or
implied, is intended to confer or shall confer upon any other
person any rights or remedies of any nature whatsoever (including
any third-party beneficiary rights) under or by reason of this
Agreement.
3. Severability.
If any term or other provision of this Assignment is invalid,
illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Assignment
shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby
are not affected in any manner materially adverse to any
party.
4. Counterparts.
This Assignment may be executed and delivered (including by
facsimile transmission) in two (2) or more counterparts, and by the
different parties hereto in separate counterparts, each of which
when executed and delivered shall be deemed to be an original but
all of which taken together shall constitute one and the same
agreement.
5.
Headings. The
headings contained in this Assignment are for reference purposes
only and shall not affect in any way the meaning or interpretation
of this Assignment.
6. Governing
Law. This Assignment shall be governed by, and construed in
accordance with the laws of the State of New York, without giving
effect to any choice or conflict of laws provision or rule that
would cause the application of the laws of any other state of
jurisdiction.
7. Jurisdiction
and Venue. Each of Assignor and Assignee irrevocably
consents to the exclusive jurisdiction and venue of the United
States District Court for the Southern District of New York, to the
extent subject matter jurisdiction exists therefor, or, but only if
jurisdiction does not exist in the Southern District of New York,
the Supreme Court of the State of New York, County of Xxxxxxxx, in
connection with any matter based upon or arising out of this Note
or the matters contemplated herein, and agrees that process may be
served upon them in any manner authorized by the laws of the State
of New York for such persons.
[Signature page
follows]
IN
WITNESS WHEREOF, the parties, intending to be legally bound hereby,
have duly executed this Assignment on the date first above
written.
ASSIGNOR:
KEYSTONE SOLUTIONS, LLC
By:/s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Chief Executive Officer
ASSIGNEE:
By:
/s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Chief Executive Officer
Signature Page to Assignment Agreement of
Firestorm Promissory Notes
