Novume Solutions, Inc. (Form: 8-K, Received: 08/29/2017 09:07:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

August 23, 2017

Date of Report (Date of Earliest Event Reported)

NOVUME SOLUTIONS, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

DELAWARE	333-216014	81-56266334
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

14420 Albemarle Point Place, Suite 200, Chantilly, VA, 20151
(Address of Principal Executive Offices)

(703) 953-3838
(Issuer’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Closing of Merger Agreement

On August 28, 2017, the merger transactions (the “ Mergers ”) contemplated by that certain Second Amended Agreement and Plan of Merger (the “ Merger Agreement ”) dated as of July 12, 2017, by and among Novume Solutions, Inc. (the “ Company ”), KeyStone Solutions, Inc. (“ KSI ”), Brekford Traffic Safety, Inc. (“ Brekford ”), Brekford Merger Sub, Inc. (“ Brekford Merger Sub ”), and KeyStone Merger Sub, LLC (“ KeyStone ”), were consummated. As a result, Brekford became a wholly-owned subsidiary of the Company, and Brekford Merger Sub ceased to exist. KeyStone also became a wholly-owned subsidiary of the Company, and KSI ceased to exist. When KeyStone filed its certificate of merger with the Secretary of State of the State of Delaware, it immediately effecutated a name-change to KeyStone Solutions, LLC, the name by which it is now known.

Upon completion of the Mergers, the merger consideration therefore was issued in accordance with the terms of the Merger Agreement. Immediately upon completion of the Mergers, the pre-merger stockholders of KSI owned approximately 80% of the issued and outstanding capital stock of the Company on a fully-diluted basis, and the pre-merger stockholders of Brekford owned approximately 20% of the issued and outstanding capital stock of the Company on a fully-diluted basis. As of August 28, 2017, there were 13,934,018 issued and outstanding shares of the common stock, par value $0.0001 per share, of the Company (" Common Stock "); 808,501 shares of Common Stock issuable upon the exercise of outstanding warrants; 1,003,385 shares of Common Stock issuable upon the exercise of outstanding options; and 502,327 outstanding shares of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share (“ Series A Preferred Stock ”).

In connection with the consummation of the Mergers, the Company no longer meets the definition of a "shell" company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

The terms and provisions of the Merger Agreement, and the transactions contemplated thereby, are described in detail in the sections entitled “The Transaction” and “The Merger Agreement” in Pre-Effective Amendment No. 4 to the Registration Statement on Form S-4 (Reg. No.: 333-216014) (the “ Registration Statement ”) of the Company, as filed on August 2, 2017, and declared effective by the SEC on August 3, 2017. The Registration Statement also contains the Company's "Form 10 information", as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended. The information provided in response to in this Item 1.01 is not complete and is qualified in its entirety by reference to the Registration Statement and the financial statements contained therein and the exhibits thereto, all of which are incorporated herein by reference in response to this Item 1.01, and to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Registration Statement and incorporated herein by reference in response to this Item 1.01.

Avon Road Replacement Note

In accordance with the Merger Agreement, on August 25, 2017, the Company assumed that certain promissory note (the “ Avon Road Note ”) of KSI in favor of Avon Road Partners, L.P. (“ Avon Road ”), a limited partnership controlled by Robert A. Berman, the Chief Executive Officer of the Company and, previously, of KSI. KSI issued the Avon Road Note to Mr. Berman pursuant to that certain Subordinated Note and Warrant Purchase Agreement dated as of March 16, 2017. Upon assumption of the Avon Road Note, the Company issued to Mr. Berman a replacement note (the “ Avon Road Replacement Note ”) having terms substantially identical to the Avon Road Note. The Avon Road Replacement Note has an outstanding principal amount of $500,000, the payment of which may be subordinated to the Company’s financing facilities. The unpaid principal under the Avon Road Replacement Note will accrue simple interest at a rate equal to the lower of (a) 9% per annum, or (b) the highest rate permitted by applicable law. Interest is payable monthly and the maturity date is March 16, 2019.

The foregoing description of the Avon Road Replacement Note is qualified in its entirety by reference to the full text of the note, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference in response to this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information in Item 1.01 is incorporated herein by reference in response to this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 is incorporated herein by reference in response to this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Christine Harada as a Director

On August 23, 2017, the board of directors of the Company (the “ Board ”) appointed Christine Harada, 44 , as a member of the Board, with such appointment to take effect upon the consummation of the Mergers. Ms. Harada was designated as a proposed director by Brekford, and approved by KSI. She is an independent director within the meaning of NASDAQ Rule 5605. Ms. Harada’s appointment took effect on August 28, 2017, and on such date she was awarded fully-vested options to purchase 48,499 shares of Common Stock at a strike price of $1.6753 per share.

Ms. Harada previously served as the Federal Chief Sustainability Officer from November 2015 through January 2017. Prior to that role, Ms. Harada was the Acting Chief of Staff of the U.S. General Services Administration (“ GSA ”) from March 2015 through November 2015. While at the GSA, Ms. Harada also served as Associate Administrator, Government-wide Policy and Chief Acquisition Officer for the GSA from June 2014 through February 2015. Ms. Harada’s private sector experience includes serving as Global Manager, Transformation/Large Scale Change Practice at the Boston Consulting Group from May 2013 through June 2014, and her tenure as a principal at Booz Allen Hamilton from January 2004 through April 2013. Ms. Harada holds an MA, International Studies and an MBA, Finance from the Lauder Institute and the Wharton School at the University of Pennsylvania, respectively. She also holds an MS Aeronautics/Astronautics and a BS Aeronautics/Astronautics from Stanford University and the Massachusetts Institute of Technology, respectively. The Company believes Ms. Harada is a suitable appointee to the Board due to her over 20 years of success in leading government and management consulting organizations. She has not held any other directorships during the prior five years.

Resignation of Riaz Latifullah as Chief Financial Officer; Appointment of Riaz Latifullah as Executive Vice President, Corporate Development; Restated, Amended and Supplemented Latifullah Employment Agreement

On August 23, 2017, Riaz Latifullah, the Chief Financial Officer of the Company, resigned as Chief Financial Officer, the Board approved the appointment of Mr. Latifullah as Executive Vice President, Corporate Development of the Company, each effective upon the consummation of the Mergers. Mr. Latifullah’s resignation and re-appointment became effective as of August 28, 2017.

Biographical information related to Mr. Latifullah is incorporated herein by reference from the section entitled “Directors and Officers of Novume” in the Registration Statement.

In connection with Mr. Latifullah’s transition to Executive Vice President, Corporate Development , on August 28, 2017, Mr. Latifullah and the Company entered into a Restated, Amended and Supplemental Employment Agreement (the “ Amended Latifullah Agreement ”), which amended and restated his original employment agreement with KSI effective as of December 23, 2016, which was assumed by the Company. The Amended Latifullah Agreement provides that he is Executive Vice President, Corporate Development for a term that ends on December 23, 2019. His base salary is $205,000 per annum, and he will be eligible for a bonus as determined by the Company’s newly established Compensation Committee (see Item 8.01 below). Mr. Latifullah is also eligible to receive all such other benefits as are provided by the Company to other management employees that are consistent with the Company’s fringe benefits available to any other officer or executive of the Company. Mr. Latifullah was previously granted options to purchase 90,000 shares of the common stock, par value $0.001 per share, of KSI at a strike price of $2.75 per share. These options were converted into options to purchase 174,595 shares of Common Stock at a strike price of $1.4176 per share, upon the effectiveness of the Mergers, in accordance with the terms of the Merger Agreement. The conversion did not affect their vesting schedule; the options began vesting in equal monthly installments on March 1, 2017 and will continue vesting monthly until March 1, 2019.

The Amended Latifullah Agreement may be terminated with or without cause, as defined in the agreement. Subject to certain conditions, the Amended Latifullah Agreement provides that, if Mr. Latifullah is terminated without cause, or if he leaves for good reason (as defined in the agreement), he will be provided a severance package equal to a pre-determined number of months of base salary and such percentage of health premiums for his family as would have been paid for by the Company during the corresponding time period (collectively, the “ Separation Payment ”) pursuant to the schedule below:

●

September 1-September 30, 2017, a period of twelve (12) months after termination;

●

October 1-October 31, 2017, a period of eleven (11) months after termination;

●

November 1-November 30, 2017, a period of ten (10) months after termination;

●

December 1-December 31, 2017, a period of nine (9) months after termination;

●

January 1-January 31, 2018, a period of eight (8) months after termination;

●

February 1-February 28, 2018, a period of seven (7) months after termination; or

●

March 1, 2018 or after, a period of six (6) months after termination.

The Separation Payment would be paid in equal monthly installments and beginning within fifteen (15) business days of the date of Mr. Latifullah’s execution of a general release of the Company. Additionally, half of all unvested options issued to Mr. Latifullah under the Amended Latifullah Agreement would vest immediately (together with Separation Payment, the “ Separation Consideration ”).

The foregoing summary of the Amended Latifullah Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Latifullah Agreement attached as Exhibit 10.2 hereto and incorporated by reference herein.

Appointment of Carl Malcolm Kumpf, Jr. as Chief Financial Officer; Kumpf Employment Agreement

On August 23, 2017, the Board approved the appointment of Carl Malcolm Kumpf, Jr., 51, as the Company’s Chief Financial Officer , with such appointment to take effect upon consummation of the Mergers. His appointment took effect as of August 28, 2017, and on the same day he entered into an employment agreement with the Company (the “ Kumpf Employment Agreement ”) .

Prior to this appointment, Mr. Kumpf co-founded Integral Financial Group (“ IFG ”) in 2005 and has served as the principal and Chief Executive Officer of such company since that time. As a principal and CEO of IFG, Mr. Kumpf served as the external accounting advisor to several IPOs and as the interim CFO/Controller for several private high-tech and services companies and oversaw the successful first year Sarbanes-Oxley implementation of a large government contractor. Mr. Kumpf also served the Chief Accounting Officer at InPhonic, Inc. from September 2004 through October 2015. Prior to InPhonic, from May 2002 through April 2004, he was the Chief Financial Officer for MorganFranklin Corporation. Mr. Kumpf holds a B.B.A in Accounting from the College of William and Mary. He is a CPA in the Commonwealth of Virginia. Mr. Kumpf is a past chairman of the News Media Internal Auditor Association, a member of the AICPA and a member of the Virginia State Society of CPAs.

The Kumpf Employment Agreement provides that Mr. Kumpf is Chief Financial Officer of the Company for an initial three-year term that begins on August 28, 2017. His base salary is $275,000 per annum, and he will be eligible for a bonus as determined by the Company’s newly established Compensation Committee (see Item 8.01 below). Mr. Kumpf is also eligible to receive all such other benefits as are provided by the Company to other management employees that are consistent with the Company’s fringe benefits available to any other officer or executive of the Company. Mr. Kumpf was granted options to purchase 174,595 shares of Common Stock, which will begin vesting on August 28, 2017 and continue vesting in equal monthly installments over the following three years, at a strike price of $ 1.6753 per share .

The foregoing summary of the Kumpf Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Kumpf Employment Agreement attached as Exhibit 10.3 hereto and incorporated by reference herein.

Item 5.06 Change in Shell Company Status.

The information in Item 1.01 is incorporated herein by reference in response to this Item 5.06.

Item 8.01 Other Events

Approval for Trading on the OTCQX

On August 28, 2017, the Company received a written notice from OTC Markets (" OTC "), that the Company’s Common Stock, Series A Preferred Stock and Novume Unit Warrants will commence trading on the OTCQX Best Market of the OTC Markets Group, Inc. (“ OTCQX ”) under the symbols “NVMM”, “NVMMP” and “NVMMW”, respectively, on August 29, 2017.

Establishment of Board Committees

On August 23, 2017, the Board authorized the creation of an Audit Committee (the “ Audit Committee ”), a Compensation Committee (the " Compensation Committee "), a Governance Committee (the " Governance Committee "). Paul de Bary (Chair), Glenn Goord and Christine Harada were appointed to serve on the Audit Committee. Richard Nathan, PhD (Chair), Paul de Bary and Christine Harada were appointed to serve on the Governance Committee. Glenn Goord (Chair) and Christine Harada were appointed to serve on the Compensation Committee.

Each of Mr. de Bary, Mr. Goord and Ms. Harada has been determined by the Board to be an independent director within the meaning of NASDAQ Rule 5605. Paul de Bary was identified and designated by the Board as an “audit committee financial expert,” as defined by the SEC in Item 407 of Regulation S-K. The Board has also adopted charters for the Audit Committee, the Compensation Committee and the Governance Committee, which are attached as Exhibits 14.1, 14.2 and 14.3 hereto, respectively, and incorporated herein by reference in response to this Item 8.01.

Termination of KeyStone 2016 Line of Credit

On August 25, 2017, the Company received written confirmation that KSI had terminated that certain Loan and Security Agreement (the “ 2016 Line of Credit ”) by and among the KSI, AOC Key Solutions, Inc. (“ AOC ”), a Delaware corporation, and Sandy Spring Bank (“ Lender ”), dated August 11, 2016, as amended; that a payoff letter had been signed by KSI and Lender, and that payments had been made by KSI pursuant thereto; and that Lender had no further liens on the assets of KSI or AOC . Accordingly, the Company has not and will not assume the 2016 Line of Credit as previously contemplated by the Merger Agreement.

Announcement of the Mergers

On August 29, 2017, the Company issued a press release announcing, among other things, the closing of transactions contemplated by the Merger Agreement and the approvals for trading on the OTCQX. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

2.1		Second Amended and Restated Agreement and Plan of Merger dated July 12, 2017, among Novume Solutions, Inc., KeyStone Solutions, Inc., Brekford Traffic Safety, Inc., KeyStone Merger Sub, LLC, and Brekford Merger Sub, Inc. (Previously filed as Exhibit 2.1 to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 (Reg. No.: 333-216014) as filed with the SEC on July 13, 2017.)
10.1		Avon Road Replacement Note, dated August 25, 2017.
10.2		Restated, Amended and Supplemental Employment Agreement between Riaz Latifullah and the Company, dated as of August 28, 2017
10.3		Employment Agreement between Carl Kumpf and the Company, dated as of August 28, 2017
14.1 14.2 14.3		Audit Committee Charter of the Company dated August 23, 2017 Compensation Committee Charter of the Company dated August 23, 2017 Corporate Governance Committee Charter of the Company dated August 23, 2017
99.1		Press release dated August 29, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 29, 2017	By:	/s/ Robert A. Berman
		Robert A. Berman, Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

2.1		Second Amended and Restated Agreement and Plan of Merger dated July 12, 2017, among Novume Solutions, Inc., KeyStone Solutions, Inc., Brekford Traffic Safety, Inc., KeyStone Merger Sub, LLC, and Brekford Merger Sub, Inc. (Previously filed as Exhibit 2.1 to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 (Reg. No.: 333-216014) as filed with the SEC on July 13, 2017.)
10.1		Avon Road Replacement Note, dated August 25, 2017.
10.2		Restated, Amended and Supplemental Employment Agreement between Riaz Latifullah and the Company, dated as of August 28, 2017
10.3		Employment Agreement between Carl Kumpf and the Company, dated as of August 28, 2017
14.1 14.2 14.3		Audit Committee Charter of the Company dated August 23, 2017 Compensation Committee Charter of the Company dated August 23, 2017 Corporate Governance Committee Charter of the Company dated August 23, 2017
99.1		Press release dated August 29, 2017

Exhibit 10.1

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

AMENDED AND RESTATED

SUBORDINATED PROMISSORY NOTE

$500,000

August 25, 2017

For value received, Novume Solutions, Inc., a Delaware corporation (the “ Company ”), as assignee of KeyStone Solutions, Inc., a Delaware corporation (“ KeyStone ”), promises to pay to Avon Road Partners, L.P. (the “ Holder ”), the principal sum of Five Hundred Thousand Dollars ($500,000) or such other amount as may have been advanced and may be outstanding from time to time (the “ Principal Amount ”). Simple interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to the lower of (i) 9% per annum, or (ii) the highest rate permitted by applicable law. This Note is one of a series of Subordinated Promissory Notes containing substantially identical terms and conditions issued pursuant to that certain Subordinated Note and Warrant Purchase Agreement, dated March 16, 2016 (the “ Purchase Agreement ”) by and between KeyStone and the other parties thereto including the Holder. Such Notes are referred to herein as the “ Notes ,” and the holders thereof are referred to herein as the “ Holders .” This Note is subject to the following terms and conditions.

1. Maturity .

This Note will automatically mature and be due and payable on March 16, 2019 (the “ Maturity Date ”). Interest shall accrue on this Note and shall be payable monthly in arrears. Notwithstanding any of the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, shall become immediately due and payable upon the insolvency of the Company, the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety (90) days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company.

2. Payment; Prepayment . All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. This Note may be prepaid in whole or in part from time to time by the Company.

3. Nature of Obligation . This Note is a general unsecured obligation of the Company.

4. Transfer; Successors and Assigns . The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge or otherwise transfer all or any part of this Note without the prior written consent of the Company, except to (a) in the case of any Holder who is an individual, (i) the spouses or former spouses, parents, siblings or descendants of such Holder, (ii) all trusts for the benefit of such Holder or the individuals listed in clause (i), (iii) all persons principally owned by and/or organized or operating for the benefit of any of the foregoing and (iv) all Affiliates of such Holder; and (b) in the case of any Holder that is an entity, (i) any Affiliate of such Holder, or (ii) any person to which such Holder shall transfer all or substantially all of its assets. For purposes hereof, “ Affiliate ” of a Holder means (x) solely in the case of Avon Road Partners, LP, any member, shareholder or partner of such Holder as of the date hereof and (y) any other person that directly or indirectly (including through one or more intermediaries) controls, is controlled by, or is under common control with, such Holder. The term “control” (including the terms “controlled by” and “under common control with”) as used in this defined term means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

5. Governing Law . This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

6. Jurisdiction and Venue . Each of the Holder and the Company irrevocably consents to the exclusive jurisdiction and venue of any court within Fairfax County, Virginia, 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 Commonwealth of Virginia for such persons.

7. Amendments and Waivers . The amendment or waiver of any term in this Note shall be conducted pursuant to Section 7(h) of the Purchase Agreement.

8. Subordination. The Holder acknowledges and agrees, unconditionally, that the Company’s payment obligations under this Note may, without the Holder’s consent, be subordinated to the obligations of the Company to its lenders under the Company’s financing facility, if at an time the Company enters into any such financing facility, including any increase in the size of such facility from time to time (the lenders under any such facility, the “ Lenders ”). At any time that the Company is subject to payments to Lenders, until such obligations of the Company to any such Lenders have been satisfied in full and all commitments of the Lenders to loan money to the Company have terminated, no payments under this Note shall be paid to Holder, and any payment received by Holder shall be held in trust for the Lenders and shall be immediately turned over to Lenders. By accepting this Note, the Holder agrees to execute a subordination agreement with any Lender or Lenders evidencing such subordination as requested by the Company and/or its Lenders. If the terms or conditions of any subordination agreement with any Lender shall change, the Holder shall execute and deliver such further documents or instruments as such Lender may reasonably request in order to give effect to the provisions of such subordination agreement and the provisions of this Note.

[Signature page follows]


COMPANY:

NOVUME SOLUTIONS, INC.

By:		/s/ Riaz Latifullah


Name:		Riaz Latifullah


Title:		Chief Financial Officer

Address:

14420 Albemarle Point Place, Suite 200
Chantilly, VA 20151

Copy To:

Morris DeFeo
Crowell & Moring, LLP
1001 Pennsylvania Avenue NW
Washington, D.C. 20004

Exhibit 10.2

RESTATED, AMENDED AND SUPPLEMENTAL EMPLOYMENT AGREEMENT

THIS RESTATED, AMENDED AND SUPPLEMENTAL EMPLOYMENT AGREEMENT (the “ 2017 Agreement ”) dated the 28th day of August, by and between Novume Solutions, Inc.., a Delaware corporation (the “ Company ”), and Riaz Latifullah (the “ Executive ”).

WITNESSETH:

WHEREAS, KeyStone Solutions, Inc. (“KeyStone Solutions”) and Executive entered into an employment agreement dated the 1 st day of August, 2016, by and between the KeyStone Solutions, Inc. and the Executive (the “ Agreement ”), and

WHEREAS, the Company, KeyStone Solutions, Inc., KeyStone Merger Sub, LLC, Brekford Merger Sub, Inc., and Brekford Traffic Safety, Inc. are merging into a single company (the “Merger”) to be named Novume Solutions, Inc., and

WHEREAS, the parties intend this Agreement to be binding as of the merger effective date of the Merger (the “ 2017 Agreement Effective Date ”), to supersede (to the extent inconsistent) the Agreement, and

WHEREAS the parties have agreed to modify certain terms of the Agreement to reflect certain changes to the terms of employment, and

WHEREAS the Company desires to employ the Executive under the terms of this 2017 Agreement, and the Executive wishes to accept the terms of employment with the Company, as set forth in this 2017 Agreement; the Agreement and the 2017 Agreement are collectively referred to as the “Agreements”.

WITNESSETH:

In consideration of the mutual promises and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Employment and Effective Date .

a) The effective date of the Agreement was December 23, 2016 (the “ Agreement Effective Date ”), the date on which KeyStone Solutions closed on the sale of its Series A Preferred Stock resulting in gross proceeds to KeyStone Solutions as approved by the Board of Directors of KeyStone Solutions (the “KeyStone Board ”). The Agreement Effective Date is the date on which the Agreement first became binding on KeyStone Solutions and the Executive.

b) The Executive’s title shall be Executive Vice President, Corporate Development as of the 2017 Agreement Effective Date. The Executive’s position and assignments are subject to change. The Executive hereby accepts such employment by the Company upon the terms and conditions hereinafter set forth.

2. Compensation .

a) For performance of all services rendered under this 2017 Agreement, the Company shall pay the Executive a base salary at an annualized rate of $205,000 (the “ Base Salary ”) in installments payable in accordance with the Company’s customary payroll practices and the law. The new Base Salary shall become effective for the first full Company payroll cycle after the 2017 Agreement Effective Date. The Executive shall receive a performance review on the anniversary of the Agreement Effective Date, and the review will include a determination of potential adjustment of the Executive’s Base Salary, along with consideration for an annual discretionary performance bonus. Discretionary interim period performance bonuses may also be awarded to the Executive. Nothing herein should be interpreted as a guarantee of any discretionary performance bonus or salary increase.

b) The Executive was previously granted in the Agreement an option to purchase 90,000 shares of KeyStone Solutions’ common stock (the “ Option ”). The Option was subject to the terms of the KeyStone Solutions, Inc. 2016 Equity Award Plan (the “ Plan ”) and applicable stock option agreement provided by KeyStone Solutions and signed by the Executive and approved by the KeyStone Board. Upon the Merger, the Option will be converted into 174,595 options to purchase Company common stock, at a strike price of $1.4176 per share pursuant to the 2017 Equity Award Plan of the Company (the”2017 Equity Plan”). Pursuant to the terms of the Plan, the Option shares began vesting in successive equal monthly installments starting March 1, 2017 and continuing over the 24-month period thereafter. The vesting of options to purchase stock that vested under the Plan will be deemed converted into vested options under the 2017 Equity Plan to the same extent as they had already vested under the Plan, as of the 2017 Agreement Effective Date. Such vested options shall remain in effect provided that the Executive continues in service with the Company through each vesting event as provided in the 2017 Equity Plan, as same may be amended from time to time.

3. Duties . The Executive shall be employed as an executive of the Company, and shall have such duties as are assigned or delegated to him by the Company. The Executive shall devote his full working time and attention to the business of the Company and shall cooperate fully in the advancement of the best interests of the Company. Subject to approval from the Company in writing in advance, the Executive agrees not to engage in any activities outside of the scope of the Executive’s employment that would detract from, or interfere with, the fulfillment of his responsibilities or duties under this Agreement.

4. Expenses . Subject to compliance by the Executive with such policies regarding expenses and expense reimbursement as may be adopted from time to time by the Company, the Executive is authorized to incur reasonable expenses in the performance of his duties hereunder in furtherance of the business and affairs of the Company, and the Company will reimburse the Executive for all such reasonable expenses, upon the presentation by the Executive of an itemized account satisfactory to the Company in substantiation of such expenses when claiming reimbursement.

6. Taxation of Payments and Benefits . The Company shall make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

7. Termination . Either the Executive or the Company may terminate the employment relationship at any time, with or without Cause (as such term is defined in Section 11 ) on advance notice as provided herein or with immediate effect if the termination is for Cause. The Executive agrees to give the Employer at least fourteen (14) days prior written notice if he decides to terminate his employment. Except in the case of a termination for Cause, the Company agrees that it will provide identical notice. The term of the Executive’s employment hereunder shall continue until this Agreement is terminated as provided below, and is hereinafter referred to as the “Employment Period.” Upon termination of the Executive’s employment for any reason, the Executive will be entitled to any earned but unpaid Base Salary, commission, and bonus, as required by law, as well as the following additional benefits:

a) Subject to compliance with Section 7(d) , in the event that the Executive’s employment is terminated by the Company, for reasons other than Cause (as such term is defined in Section 11 ) or in the event the Executive resigns his employment for Good Reason (as defined in Section 11 ), the Executive will be provided a severance package equal to a pre-determined number of months of base salary and such percentage of health premiums for the Executive’s family as would have been paid for by the Company (pursuant to the applicable policy and plan documents) during the corresponding time period (collectively, the “ Separation Payment ”) pursuant to the schedule below:

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September 1-September 30, 2017, a period of twelve (12) months after termination;

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October 1-October 31, 2017, a period of eleven (11) months after termination;

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November 1-November 30, 2017, a period of ten (10) months after termination;

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December 1-December 31, 2017, a period of nine (9) months after termination;

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January 1-January 31, 2018, a period of eight (8) months after termination;

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February 1-February 28, 2018, a period of seven (7) months after termination; or

●

March 1, 2018 or after, a period of six (6) months after termination.

The Separation Payment shall be paid in equal monthly installments and shall begin within fifteen (15) business days of the effective date of the release noted in Section 7(d) . In the event that the Executive’s employment is terminated by the Company for reasons other than Cause or by the Executive for Good Reason, half of all unvested Option shares shall vest immediately, pursuant to the terms of the applicable stock option agreement and Plan (together with Separation Payment, the “ Separation Consideration ”).

b) In the event that the Executive’s employment is terminated for Cause or the Executive resigns without Good Reason, the Executive will not be entitled to any Separation Consideration or any other severance remuneration.

c) Notwithstanding any termination of the Executive’s employment for any reason (with or without Cause or Good Reason), the Executive will continue to be bound by the provisions of the Proprietary Rights Agreement (as defined below).

d) All payments and benefits provided pursuant to Section 7(a) shall be conditioned upon the Executive’s execution and non-revocation of a general release of liabilities favoring the Company. The Executive’s refusal to execute a general release shall constitute a waiver by the Executive of any and all benefits referenced in Section 7(a) . The Company will not be obligated to commence or continue any such payments to the Executive under Section 7(a) in the event the Executive materially breaches the terms of the 2017 Agreement or the Confidentiality Agreement (as defined below) and fails to cure such breach within thirty (30) days of written notice thereof detailing such breach.

8. Confidentiality, Non–Solicitation and Invention Assignment Agreement . The Company considers the protection of its confidential information and proprietary materials to be very important. Therefore, as a condition of the Executive’s employment, the Executive will be required to execute a confidentiality, non-solicitation and invention assignment agreement substantially in the form attached hereto as Exhibit A (the “ Proprietary Rights Agreement ”) on the date hereof.

9. Documents, Records, etc . All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information (as defined in the Proprietary Rights Agreement), which are furnished to the Executive by the Company or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Employer. The Executive will return to the Company all such materials and property as and when requested by the Employer. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason.

10. No Conflict . The Executive hereby represents and warrants to the Company that (a) the 2017 Agreement constitutes the Executive’s legal and binding obligation, enforceable against him in accordance with its terms, (b) his execution and performance of the 2017 Agreement does not and will not breach any other agreement, arrangements, understanding, obligation of confidentiality or employment relationship to which he is a party or by which he is bound, and (c) while employed by the Company, he will not enter into any agreement, either written or oral, in conflict with the 2017 Agreement or his obligations hereunder.

11. Definitions .

a) The term “ Cause ” shall mean (i) the Executive’s intentional, willful or knowing failure or refusal to perform the Executive’s duties (other than as a result of physical or mental illness, accident or injury); (ii) dishonesty, willful or gross misconduct, or illegal conduct by the Executive in connection with the Executive’s employment with the Company; (iii) the Executive’s conviction of, or plea of guilty or nolo contendere to, a charge of commission of a felony (exclusive of any felony relating to negligent operation of a motor vehicle); and (iv) a material breach by the Executive of the Proprietary Rights Agreement; provided, however, in the case of clauses (i) and (iv) above, the Company shall be required to give the Executive fifteen (15) calendar days prior written notice of its intention to terminate the Executive for Cause and the Executive shall have the opportunity during such fifteen (15) day period to cure such event if such event is capable of being cured; provided, further, that in the event that the Executive terminates his employment with the Company during such fifteen (15) day period for any reason, such termination shall be considered a termination for Cause.

b) The term “ Good Reason ” shall mean (i) any material reduction of the Executive’s Base Salary, unless similar reductions are imposed on all similarly situated executive officers of the Company (ii) any material breach by the Company of its obligations under the 2017 Agreement, and (iii) a change without the Executive’s consent in the principal location of the Company’s office to an office that is more than 25 miles from the current location and the Executive’s primary residence (if such move increases the Executive’s commute); provided that in any case the Executive provides the Company with written notice of the Executive’s intention to terminate the Executive’s employment for Good Reason within thirty (30) days after the occurrence of the event that the Executive believes would constitute Good Reason, gives the Company an opportunity to cure for thirty (30) days following receipt of such notice from the Executive, if the event is capable of being cured or, if not capable of being cured, to have the Company’s representatives meet with the Executive and the Executive’s counsel to be heard regarding whether Good Reason exists for the Executive to terminate the Executive’s employment with the Company and the Executive terminates employment within thirty days after the end of the cure period if the Good Reason condition is not cured.

c) The term “ person ” shall mean any individual, corporation, firm, association, partnership, other legal entity or other form of business organization.

12. Section 409A.

a) Anything in the 2017 Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under the 2017 Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

b) The parties intend that the 2017 Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that the 2017 Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

c) The determination of whether and when a separation from service has occurred shall be made by the Company in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

d) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of the 2017 Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

13. Successors and Assigns; Entire Agreement; No Assignment . the 2017 Agreement shall bind and inure to the benefit of the parties hereto and their respective successors or heirs, distributes and personal representatives. The 2017 Agreement and the Proprietary Rights Agreement contain the entire agreement between the parties with respect to the subject matter hereof and supersede other prior and contemporaneous arrangements or understandings with respect thereto. The Executive may not assign the 2017 Agreement without the prior written consent of the Company.

14. Notices . All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand-delivered, mailed by registered or certified mail (three days after deposited), faxed (with confirmation received) or sent by a nationally recognized courier service, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company:

Novume Solutions, Inc.

14420 Albemarle Point Place

Chantilly, VA 20151

Attn: Chairman

Attn: CEO

If to the Executive:

Riaz Latifullah

4920 30 th St. NW

Washington, DC 20008

15. Changes; No Waiver; Remedies Cumulative . The terms and provisions of the Agreements may not be modified or amended, or any of the provisions hereof waived, temporarily or permanently, without the prior written consent of each of the parties hereto. Either party’s waiver or failure to enforce the terms of the Agreements or any similar agreement in one instance shall not constitute a waiver of its or his rights hereunder with respect to other violations of this or any other agreement. No remedy conferred upon the Company or the Executive by the 2017 Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.

16. Governing Law . The Agreements and (unless otherwise provided) all amendments hereof and waivers and consents hereunder shall be governed by the law of the Commonwealth of Virginia, without regard to the conflicts of law principles.

17. Severability . The Executive and the Company agree that should any provision of the 2017 Agreement be judicially determined invalid or unenforceable, that portion of the 2017 Agreement may be modified to comply with the law. The Executive and the Company further agree that the invalidity or unenforceability of any provision of the 2017 Agreement will not affect the validity or enforceability of its remaining provisions.

18. Execution of Other Agreements . The Confidentiality Agreement is hereby incorporated into the 2017 Agreement in its entirety and is made an integral part of the 2017 Agreement .

19. Headings; Counterparts . All section headings are for convenience only. The 2017 Amendment may be executed in several counterparts, each of which is an original, and may be transmitted electronically, with such electronic copy serving as an original.

20. Termination of the 2017 Agreement . Unless otherwise terminated pursuant to Section 7 , this 2017 Agreement expires three years from the Agreement Effective Date, but may be extended in writing by mutual consent.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first above written.

SEE SEPARATE SIGNHATURE PAGE

NOVUME SOLUTIONS, INC.

By: /s/ Robert Berman

Name: Robert Berman

EXECUTIVE:

/s/ Riaz Latifullah

RIAZ LATIFULLAH

EXHIBIT A

PROPRIETARY RIGHTS AGREEMENT

THIS PROPRIETARY RIGHTS AGREEMENT (the “Agreement’) dated as of the same date as the Restated, Amended and Supplemental Employment Agreement (the “Employment Agreement”) between the parties of even date herewith between Novume Solutions, Inc. (the “Company”), a Delaware corporation, and Riaz Latifullah (“You”, “Your” or the “Executive”).

WITNESSETH:

WHEREAS , the parties desire to confirm their understanding with respect to (i) your agreement not to compete with the Company or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company Group”), (ii) your agreement to protect and preserve information and property which is confidential and proprietary to the Company and/or the Company Group and (iii) your agreement with respect to the ownership of inventions, ideas, copyrights and patents which may be used in the business of the Company and/or the Company Group, and

WHEREAS , your execution and return of this Agreement is a condition of your employment with the Company.

NOW THEREFORE , in consideration of the mutual promises and covenants contained in this Agreement and the Employment Agreement between the parties of even date herewith , and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto hereby agree as follows:

Prohibited Competition, Solicitation and Disparagement .

(a)

Certain Acknowledgements and Agreements .

(i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company and the Company Group.

(ii) You acknowledge that a business will be deemed a “Competitive Business” if it competes directly with any of the services or manufactures or sells any directly competitive product provided or offered by , or which could substitute for services or products of, the Company or the Company Group during the year preceding the termination of your employment with the Company or the Company Group or if it performs any other services and/or engages in the marketing, production, manufacture, distribution or sale of any product or service substantially similar to or which could substitute for services or products performed, produced, marketed, manufactured, distributed, sold, under development or planned by the Company or the Company Group during the year preceding the termination of your employment with the Company or the Company Group .

(iii) You further acknowledge that, during the course of your employment with the Company or Company Group , the Company and/or the Company Group will furnish, disclose or make available to you valuable Confidential Information (as defined below) related to the Company ’s and the Company Group’s business and that the Company and the Company Group will provide you with unique and specialized training, experiences and opportunities. You also acknowledge that such Confidential Information and such training, experiences and opportunities have been developed and will be developed by the Company and the Company Group through the expenditure by the Company and/or the Company Group of substantial time, effort and money and that the Company believes that all such Confidential Information and training, experiences and opportunities could be used by you to compete with the Company and/or the Company Group. Further, in the course of your employment with the Company and/or Company Group , you will be introduced to and collaborate with and maintain substantial relationships with customers, prospective customers, other business partners, and prospective business partners of the Co mpany and/or Company Group.

(iv) For purposes of this Agreement, “Confidential Information,” means confidential and proprietary information of the Company and/or the Company Group, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, marketing plans, strategies, forecasts, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, pricing, sales prospects, client and partner lists, inventions, tests, test results, product assessments, improvements or any other scientific, technical or trade secrets of the Company and/or the Company Group or of any third party provided to you or the Company and/or the Company Group , provided that Confidential Information will not include information that is in the public domain or that is generally known by competitors of the Company or the Company Group other than through any fault , act or omission by you. The phrase, “trade secrets,” as used in this Agreement, will be given its broadest possible interpretation under the law of the Commonwealth of Virginia and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records any secret scientific, technical, merchandising, production or management information, or any design, process, procedure, formula, invention, improvement or other confidential or proprietary information or documents.

(v) You acknowledge that the Company has stated to you that the Company’s and the Company Group’s business reaches worldwide and that the Company and the Company Group does not operate as a traditional “brick and mortar” business with operations in a limited geographic area.

( vi ) For purposes of this agreement, “termination” is defined to include your resignation or termination by the Company and/or the Company Group under any circumstances.

(b) Non-Competition; Non-Solicitation; Non-Disparagement . During the period in which you are employed by the Company and /or the Company Group and for a period of one (1) year following the termination of your employment with the Company and/or the Company Group for any reason or for no reason, you will not, without the prior written consent of the Company and/or the Company Group, as applicable :

(i) Subject only to the terms of your Employment Agreement with the Company of even date herewith, for yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member, employee, consultant, agent, representative or in any other capacity, own, manage, operate , control or consult with or for , or be employed by , or otherwise associate in any manner with, engage in, or have an ownership or other financial interest in, any Competitive Business to provide the same type of services you provided to the Company or the Company Group (each, a “Restricted Activity”) anywhere in the United States where the Company or the Company Group’s business has reached at any time during your employment with the Company or the Company Group (the “Restricted Territory”), except that nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business; or

(ii) Either individually or on behalf of or through any third party, directly or indirectly , solicit, divert or appropriate or attempt to solicit, divert or appropriate any customer or other business partner of the Company or the Company Group (or any person or entity which was a customer or business partner, or a prospective customer or business partner with respect to which the Company and/or the Company Group has developed or made a sales presentation), with whom you had material contact during the period in which you were employed with the Company and/or the Company Group , for the purpose of competing with the Company or the Company Group or reducing the Company ’s or the Company Group’s relationship with any customers or other business partners of the Company or the Company Group; or

(iii) Either individually or on behalf of or through any third party, directly or indirectly, employ, hire, cause to be employed or engaged, or solicit the employment or the engagement as a consultant of any employee of or consultant to the Company or the Company Group while any such person is employed by or providing consulting services to the Company or the Company Group or within six (6) months after any such person ceases to be an employee or consultant with the Company Group; or

(iv) Either individually or on behalf of or through any third party, directly or indirectly, interfere with or attempt to interfere with, the relations between the Company and/or the Company Group and any vendor or supplier to the Company or the Company Group; or

(v) During the course of your employment with the Company and/or the Company Group and at all times thereafter (notwithstanding the one year period noted above) , you will not make any statement that is professionally or personally disparaging or defamatory about the Company the Company Group, any of its officers, directors, shareholders or employees including, but not limited to, any statement that disparages any person, product, service, financing, financial condition, capability or other aspect of the Company ’s or the Company Group’s business or any of its officers, directors, shareholders or employees. You further agree that during the course of your employment with the Company and/or the Company Group you will not engage in any conduct that is intended to or has the result of inflicting harm upon the professional or personal reputation of the Company or the Company Group or any of its officers, directors, shareholders or employees.

(vi) The Company Group agrees and covenants that it shall take all corporate action within its power to cause its officers and directors to refrain from making any defamatory or disparaging remarks, comments, or statements concerning you during the term of your employment with the Company and/or the Company Group and at all times thereafter.

(vii) This Section 1 (b) does not, in any way, restrict or impede the parties from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

(c) Reasonableness of Restrictions. You further recognize and acknowledge that (i) the types of employment which are prohibited by this Section 1 are narrow and reasonable in relation to the skills which represent your principal salable assets both to the Company and the Company Group and to other prospective employers, and (ii) the specific but broad geographical scope of the provisions of this Section 1 is reasonable, legitimate and fair to you in light of the nature of the company’s and the Company Group’s technology and services, the Company’s and the Company Group’s need to market and sell its services and products in an appropriate manner and in light of the limited restrictions on the type of activity prohibited compared to the activities for which you are qualified to earn a livelihood. Therefore, you agree that each of the provisions of this Section 1 is fair and reasonable in scope and duration, to adequately protect the Company’s and the Company Group’s legitimate interests, and constitutes a key component of, and consideration for, this Section 1.

(d) Survival of Acknowledgements and Agreements . Your acknowledgements and agreements set forth in this Section 1 will survive the termination of your employment with the Company for any reason or for no reason.

Protected Information . You will at all times, both during the period while you are employed by the Company and after the termination of your employment with the Company and/or the Company Group for any reason or for no reason, maintain in confidence and will not, without the prior written consent of the Company and/or the Company Group (as applicable) , use, except in the course of performance of your duties for the Company and/or the Company Group or by court order or other applicable legal process , disclose or give to others any Confidential Information. In the event you are questioned about, or requested to provide, Confidential Information by anyone not employed by or otherwise affiliated with the Company or the Company Group or by an employee of or a consultant to the Company or the Company Group (or any other person) not authorized to receive Confidential Information, or concerning any fact or circumstance relating thereto, you will promptly notify the Company and the Company Group. Upon the termination of your employment with the Company and the Company Group for any reason or for no reason, or if the Company or the Company Group otherwise requests, (i) you will return to the Company and the Company Group all tangible Confidential Information and copies thereof (regardless how such Confidential Information or copies are maintained) and (ii) you will deliver to the Company and the Company Group any property of the Company or the Company Group which may be in your possession, including products, materials, memoranda, notes, records, reports, or other documents, photocopies or electronic versions of the same. The terms of this Section 2 are in addition to, and not in lieu of, any statutory or other contractual or legal obligation that you may have relating to the protection of the Company and the Company Group’s Confidential Information. The terms of this Section 2 will survive indefinitely any termination of your employment with the Company Group for any reason or for no reason.

Ownership of Ideas, Copyrights and Patents .

(a) Property of the Company and/or the Company Group . All ideas, discoveries, creations, manuscripts and properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, and formulae (collectively the “Inventions”) which may be used in the business of the Company or the Company Group, whether patentable, copyrightable or not, which you conceive , reduce to practice or develop (whether alone or in conjunction with another or others) during the period while you are employed with the Company and/or the Company Group and which in any way relate to the Company’s or the Company Group’s business will be the sole and exclusive property of the Company and/or Company Group (as applicable). You agree that you will not publish any of the Inventions without the prior written consent of the Company and the Company Group. Without limiting the foregoing, you also acknowledge that all original works of authorship which are made by you (solely or jointly with others) during and within the scope of your employment or during your employment which relate to the business of the Company or the Company Group or a Company or Company Group affiliate and which are protectable by copyright are “works made for hire” pursuant to the United States Copyright Act (17 U.S.C. Section 101) . You hereby assign to the Company Group or its designee all of your right, title and interest in and to all of the foregoing. You further represent that, to the best of your knowledge and belief, none of the Inventions will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation, and that you will use your best efforts to prevent any such violation.

(b) Cooperation. At any time during or after the period during which you are employed by the Company Group, you will fully cooperate with the Company Group and its attorneys and agents , as is reasonably necessary, in the preparation and filing of all papers and other documents as may be required to perfect the Company Group’s rights in and to any of such Inventions, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights with respect to any such Inventions in the United States and in any and all other countries, provided that the Company Group will bear the expense of such proceedings, and that any patent or other legal right so issued to you personally will be assigned by you to the Company Group or its designee without charge by you.

(c) Licensing and Use of Innovations. With respect to any Inventions, and work of any similar nature (from any source), whenever created, which you have not prepared or originated in the performance of your employment, but which you provide to the Company Group or incorporate in any Company Group product or system, to the extent that the Executive has the right, power, authority or discretion to do so, you hereby grant to the Company Group a royalty-free, fully paid-up, non-exclusive, perpetual and irrevocable license throughout the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all such Inventions. You will not include in any Inventions you deliver to the Company Group or use on its behalf, without the prior written approval of the Company Group, any material which is or will be patented, copyrighted or trademarked by you or others unless you provide the Company Group with the written permission of the holder of any patent, copyright or trademark owner for the Company Group to use such material in a manner consistent with then-current Company Group policy. Subject to the license referred to hereinabove, nothing in this Agreement shall be construed as an assignment, transfer, waiver, or relinquishment by you of any rights, title, or interests (including, without limitation, patent, copyright and trademark interests) in Inventions or works of authorship conceived or developed by you either before your employment with the Company or after your employment with the Company.

Disclosure to Future Employers. During your employment with the company and for the period of one (1) year immediately thereafter, you will provide, and the Company Group, in its discretion, may provide, a copy of this Agreement to any business or enterprise which you may directly or indirectly own, manage, operate, finance, join, control or in which you may participate in the ownership, management, operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise.

No Conflicting Agreements . You hereby represent and warrant that you have no commitments or obligations inconsistent with this Agreement and that you will indemnify and hold the Company Group harmless against loss, damage, liability or expense arising from any claim based upon any purported inconsistent commitment or obligation. In addition:

(a ) Y ou represent that you have no agreement or other legal obligation with any prior employer or any other person or entity that restricts your ability to perform any function for the Company.

(b) You have been advised by the Company that at no time should you divulge to or use for the benefit of the Company any trade secret or confidential or proprietary information of any previous employer. You have not divulged or used any such information for the benefit of the Company.

(c) You have not and will not misappropriate any Invention that you played any part in creating while working for any former employer.

(d) You recognize that the Company and the Company Group have received, and in the future will receive, confidential or proprietary information from third parties subject to a duty on the Company and/or the Company Group to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree to hold all such confidential and proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary in the course of performance of your duties for the Company and/or the Company Group consistent with the Company’s and/or the Company Group’s agreement with such third parties or pursuant to a court order or other applicable legal process (in which instance you will provide the Company and the Company Group with notice of such court order or other applicable legal process within four [4] business day of your receipt of same).

(e) You acknowledge that the Company has based important business decisions on these representations, and affirm that all of the statements included herein are true.

General .

(a ) Agreement Enforceable if You Are Transferred. You acknowledge and agree that if consistent with the Employment Agreement of even date herewith or pursuant to your agreement you should transfer between or among any affiliates of the Company, wherever situated, or be promoted or reassigned to functions other than your present functions, all terms of this Agreement shall continue to apply with full force.

(b ) All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand-delivered, mailed by registered or certified mail (three days after deposited), or sent by a nationally recognized courier service (i.e. UPS, FedEx), to the following address (provided that notice of change of address shall be deemed given only when received):

If to the Company: Novume Solutions, Inc.

14420 Albemarle Point Place

Chantilly, VA 20151

Attn : Robert Berman, CEO

rberman@novume.com

If to Executive:

Riaz Latifullah

4920 30 th St. NW

Washington, DC 20008

riaz@novume.com

or to such other names and addresses as the Company , the Company Group or the Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section 6( b ). A copy of any such notice or communication under this Section 6( b ) shall be transmitted via electronic mail to the party’s corresponding email address on the same day as the notice’s or communication’s hand-delivery, mailing, or transmission by courier service.

(c) Entire Agreement. This Agreement and the Employment Agreement contain the entire agreement between the parties with respect to the subject matter hereof and supersede other prior and contemporaneous arrangements , agreements, promises, warranties and understandings with respect thereto . No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement or the Employment Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement .

(d ) Modifications , Amendments and Waivers . The terms and provisions of this Agreement may not be modified , amended, altered, revised, changed, waived, terminated, cancelled and/or rescinded, in whole or in part, except by a writing exe cuted by the parties hereto or except as otherwise specifically and expressly set forth herein. No such waiver, nor any departure from the terms hereof, will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent.

( e ) Assignment. The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company or the Company Group ’s business. You may not assign your rights and obligations under this Agreement without the prior written consent of the Company and the Company Group and any such attempted assignment by you without the prior written consent of the Company and the Company Group will be void.

( f ) Benefit. All statements, representations, warranties, covenants and agreements in this Agreement will be binding on the parties hereto and will inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement will be construed to create any rights or obligations except between the Company and the Company Group and you, and no person or entity other than the Company Group will be regarded as a third-party beneficiary of this Agreement.

( g ) Governing Law. This Agreement shall be deemed to have been made in the Commonwealth of Virginia, and the validity, interpretation and performance of this Agreement shall be governed by, and construed in accordance with, the internal law of the Commonwealth of Virginia, without giving effect to conflict of law principles, and specifically excluding any conflict or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

( h ) Jurisdiction, Venue and Service of Process. Any legal action or proceeding with respect to this Agreement must be brought in a court of competent jurisdiction in the Commonwealth of Virginia and shall be subject to the jurisdiction of such courts only. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts.

( i ) Waiver of Jury Trial. Any action, demand, claim or counterclaim arising under or relating to this Agreement will be resolved by a judge alone and each of the Company Group and you waive any right to a jury trial thereof.

( j) Severability. The parties intend this Agreement to be enforced as written. However, (i) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision or the geographic area covered thereby, the court making such determination will have the power to reduce the duration and/or geographic area of such provision, and/or to delete specific words and phrases (“blue-pencilling”), and in its reduced or blue-pencilled form such provision will then be enforceable and will be enforced to the fullest extent permitted by law and (ii) if any portion or provision of this Agreement is to any extent declared illegal , void, invalid, or otherwise unenforceable by a court of competent jurisdiction which shall determine that any such illegal, void, invalid or unenforceable provisions cannot be cured by blue-pencilling, then the remaining parts, terms or provisions shall not be affected thereby and shall be enforceable between the parties to the fullest extent of the law , and said illegal , void, invalid or otherwise unenforceable part, term or provision shall be deemed not to be a part of this Agreement.

( k ) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

( l ) Injunctive Relief. You hereby expressly acknowledge that the restrictions and covenants set forth in Section 1, 2, and 3 are material and critically important provisions of this Agreement and that any breach or threatened breach of any of the terms and/or conditions set forth in Section 1, 2 or 3 of this Agreement may result in substantial, continuing and irreparable injury to the Company Group and/or damages that may be difficult to quantify. Therefore, in addition to any other remedy that may be available to the Company Group, it may be appropriate that the Company Group receive a temporary restraining order and/or preliminary injunction, by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of Section 1, 2 or 3 of this Agreement, without the necessity of proving actual damages or irreparable harm, and without the necessity of posting any bond or undertaking for the temporary restraining order or preliminary injunction.

( m ) No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto or in any trade or industry, will operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, will preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement will entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

( n ) Counterparts. This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

( o ) Opportunity to Review. You hereby acknowledge that you have had adequate opportunity to review these terms and conditions and to reflect upon and consider the terms and conditions of this Agreement, and that you have had the opportunity to consult with counsel of your own choosing regarding such terms. You further acknowledge that you fully understand the terms of this Agreement and have voluntarily executed this Agreement.

(p) Effective Date. The Effective Date of this Agreement shall be the same Effective Date as the Employment Agreement. The Effective Date is the date which this Agreement first becomes binding on the Company and the Executive.

IN WITNESS WHEREOF , the parties have executed this Proprietary Rights Agreement as of the date of the Employment Agreement of even date herewith .

NOVUME SOLUTIONS, INC.

By: /s/ Robert Berman

Robert Berman, CEO

/s/ Riaz Latifullah

RIAZ LATIFULLAH

Exhibit 10.3

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “ Agreement ”) is dated as of the 25 th day of August, 2017, by and between Novume Solutions, Inc. (the “ Company ”), a Delaware corporation, and Carl Kumpf (the “ Executive ”).

WITNESSETH:

The Company desires to employ the Executive, and the Executive wishes to accept such employment with the Company, upon the terms and conditions set forth in this Agreement.

1. Employment and Effective Date .

a) The Effective Date of this Agreement (the “ Effective Date ”) is August 28, 2017, the date of the closing on the merger between the Company, Keystone Solutions, Inc., Keystone Merger Sub, LLC, Brekford Merger Sub, Inc., and Brekford Traffic Safety, Inc. The Effective Date is the date on which this Agreement first becomes binding on the Company and the Executive

b) The Executive’s title shall be Chief Financial Officer of the Company. The Executive shall report to the chief executive officer of the Company. The Executive hereby accepts such employment by the Company upon the terms and conditions hereinafter set forth.

c) The Executive’s employment hereunder shall be effective as of the Effective Date of this Agreement and shall continue until the third anniversary thereof unless terminated earlier pursuant to Section 8 of this Agreement; provided that, on such third anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement at least ninety (90) days prior to the applicable Renewal Date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

2. Compensation .

a) In salary compensation for the Executive’s employment, the Company shall pay the Executive a base salary at an annualized rate of $275,000 (the “ Base Salary ”) in installments payable in accordance with the Company’s customary payroll practices and the law. The Executive shall receive a performance review on an annual basis, which will include a determination of potential increases of the Executive’s Base Salary, along with consideration for a discretionary performance bonus. Nothing herein should be interpreted as a guarantee of any discretionary performance bonus or salary increase.

b) The Executive shall be granted an option to purchase 174,595 non-qualified shares of the Company’s common stock (the “ Option ”) at a strike price of $1.6753 per share. The Option shall be subject to the terms of the Novume Solutions, Inc. 2017 Equity Award Plan (the “ Plan ”), as it may be amended from time to time, and applicable stock option agreement to be provided by the Company and signed by the Executive and subject to formal approval by the board of directors of the Company (the “Board”). Pursuant to the terms of the applicable stock option agreement and Plan, the Option shares shall vest in successive equal monthly installments starting upon the Effective Date and continuing over the 36-month period thereafter, provided that the Executive continues in employment with the Company through each vesting event.

3. Duties . (a) The Executive shall have such duties as are assigned or delegated to him consistent with his title as the full-time Chief Financial Officer by the Company. Subject only to subparagraph (b) below, the Executive shall devote substantially all his working time and attention to the business of the Company, and shall cooperate fully in the advancement of the best interests of the Company. Subject to approval from the Company in writing in advance, the Executive, during the term of this Agreement or any extensions or renewals thereof agrees not to engage in any activities outside of the scope of the Executive’s employment that would detract from, or interfere with, the fulfillment of his responsibilities or duties under this Agreement. Executive agrees that he will have wound down his active involvement with Integral Financial Group, LLC (“IFG”) by October 31, 2017, and that any further involvement by Executive after October 31, 2017 with IFG shall be solely non-consultative, non-marketing and shall be solely administrative services ( such as filing tax returns, paying fees and making filings with State Commissions, paying bills, collecting income for services provided, and prosecuting or defending legal disputes).

(b) Notwithstanding anything to the contrary in this Agreement or in the Proprietary Rights Agreement, the Executive, during the period from the Effective Date until the termination of the Executive’s employment with the Company, shall be able and be permitted: (1) to remain as the owner of and have a financial interest IFG; and (2) to sell, assign, or otherwise convey IFG or components thereof, assets of IFG, and his interest or control of IFG.

5. Employee Benefits; Vacations . The Executive shall be eligible to participate in such life insurance, medical and other employee benefit plans of the Company that may be in effect or modified from time to time, to the extent he is eligible under the terms of those plans, on the same basis as other similarly situated executive officers of the Company or, at the option of the Executive, he may instead elect to receive monthly payments equal to the amount of the monthly medical insurance premiums which the Company would otherwise pay on his behalf in lieu of Executive receiving medical insurance. Notwithstanding the foregoing, in the event that the Executive chooses to receive monthly payments in lieu of receiving medical insurance and any federal, state or local law, now or in the future, (a) prohibits any employee from failing to accept medical insurance offered by his employer, the Company shall not be required to provide the Executive with monthly payments equal to the amount of the medical insurance premiums which the Company would otherwise pay on his behalf and the Executive shall either accept the medical insurance provided by the Company or reject such insurance without any reimbursement or payment in lieu thereof and/or (b) financially penalizes the Company for not providing medical insurance to an employee but permits the Company to pay to the employee sums in lieu of providing medical insurance, the Company shall deduct from the monthly payments to be made to the Executive the amount of such financial penalty until such penalty is reimbursed in full to the Company. The Executive shall be entitled to a minimum of three (3) weeks paid vacation in accordance with the policies of the Company in effect from time to time, as determined by the Board.

6. Indemnification .

a) The Executive shall be indemnified and held harmless consistent with the provisions of the by-laws of the Company in effect at that time but in no event shall the Executive receive diminished rights or rights less than those rights provided by applicable law or in Article VI of the Bylaws of Company in effect immediately prior to the Effective Date, which reads as follows:

6.1 Indemnification of Directors and Officers .

Each person who was or is made a party to or is threatened to be made a party to, witness or other participant in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Company (an “Indemnitee”), whether the basis of the Proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified by the Company to the fullest extent authorized by the DGCL or other applicable state law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide before such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by Indemnitee in connection therewith; provided, however, the Company shall not indemnify any such Indemnitee in connection with a Proceeding (or part thereof) (i) initiated by such Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding or (ii) made on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders, or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. For purposes of this Section 6.1, a “director” or “officer” of the Company includes any person who (i) is or was a director or officer of the Company, (ii) is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) was a director or officer of a corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation.

6.2 Indemnification of Others.

The Company shall have the power, to the maximum extent and in the manner permitted by the DGCL or other applicable state law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide before such amendment), to indemnify each of its employees and agents against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such employees and agents in connection therewith; provided , however , the Company shall not indemnify any such employee or agent in connection with a Proceeding (or part thereof) (i) initiated by such employee or agent against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding or (ii) made on account of such employee’s or agent’s conduct which constitutes a breach of such employee’s or agent’s duty of loyalty to the Company or its stockholders, or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. For purposes of this Section 6.2, an “employee” or “agent” of the Company includes any person other than a director or officer who (i) is or was an employee or agent of the Company, (ii) is or was serving at the request of the Company as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) was an employee or agent of a corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation.

6.3 Payment of Expenses In Advance .

Expenses incurred in defending any Proceeding for which indemnification is required pursuant to Section 6.1 shall be, or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board may be, paid by the Company in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnified party is not entitled to be indemnified as authorized in this Article VI.

6.4 Indemnity Not Exclusive.

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

6.5 Insurance .

The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of the DGCL.”

For purposes of such indemnification, the term “DGCL” shall constitute a reference to the Delaware General Corporation Law.

b) During the Employment Term and for a period of six (6) years thereafter, the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Executive on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company.

7. Taxation of Payments and Benefits . The Company shall make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

8. Termination . Either the Executive or the Company may terminate the employment relationship at any time, with or without Cause (as such term is defined in Section 12 ) on advance notice as provided herein or with immediate effect if the termination is for Cause. The Executive agrees to give the Employer at least fourteen (14) days prior written notice if he decides to terminate his employment. Except in the case of a termination for Cause, the Company agrees that it will provide identical notice. Upon termination of the Executive’s employment for any reason, the Executive will be entitled to any earned but unpaid Base Salary, any bonus approved prior to termination, reimbursement for unreimbursed expenses properly incurred by the Executive prior the termination, his stock and vested stock options, any unused paid vacation time, and if terminated for reasons other than Cause or if he resigns for reasons other than Good Reason such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plan(s) as of the termination. Additionally:

a) Subject to compliance with Section 8(d) , in the event that the Executive’s employment is terminated by the Company for reasons other than Cause (as such term is defined in Section 12 ), which includes but is not limited to the de facto termination of the Executive resulting from the Company electing to allow or cause this Agreement to expire under Section 1(c) , or in the event the Executive resigns his employment for Good Reason (as defined in Section 12 ), the Executive will be provided a severance package equal to one (1) year of the Base Salary, the “ Separation Payment ”). The Separation Payment shall be paid in twelve (12) equal monthly installments and shall begin within fifteen (15) business days of the effective date of the release noted in Section 8(d) .

b) In the event that the Executive’s employment is terminated for Cause or the Executive resigns without Good Reason, the Executive will not be entitled to any Separation Payment or any other severance remuneration except as otherwise specifically set forth herein.

d) All payments and benefits provided pursuant to Section 8(a) shall be conditioned upon the Executive’s execution and non-revocation of a general release of liabilities favoring the Company which is prepared and provided by the Company. The Executive’s refusal to execute such general release shall constitute a waiver by the Executive of any and all benefits referenced in Section 8(a) . The Company will not be obligated to commence or continue any such payments to the Executive under Section 8(a) in the event the Executive materially breaches the terms of this Agreement or the Proprietary Rights Agreement (as defined below) and fails to cure such breach within thirty (30) days of written notice thereof detailing such breach.

e) In the event that the Executive’s employment is terminated by the Company for reasons other than Cause or by the Executive for Good Reason, half of all unvested Option shares shall vest immediately, pursuant to the terms of the applicable stock option agreement and Plan.

9. Confidentiality, Non–Solicitation and Invention Assignment Agreement . The Company considers the protection of their confidential information and proprietary materials to be very important. Therefore, as a condition of the Executive’s employment, the Executive will be required to execute a confidentiality, non-solicitation and invention assignment agreement in the form attached hereto as Exhibit A (the “ Proprietary Rights Agreement ”) on the date hereof.

10. Documents, Records, etc . Subject to the terms and provisions of the Proprietary Rights Agreement: (a) all documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information (as defined in the Proprietary Rights Agreement), which are furnished to the Executive by the Company or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Employer; (b) the Executive will return to the Company all such materials and property as and when requested by the Employer; and (c) the Executive will return all such materials and property within ten (10)days upon termination of the Executive’s employment for any reason.

11. No Conflict . Each party hereby represents and warrants to the other that (a) this Agreement constitutes that party’s legal and binding obligation, enforceable against it or him in accordance with its terms, (b) it or his execution and performance of this Agreement does not and will not breach any other agreement, arrangements, understanding, obligation of confidentiality or employment relationship to which it or he is a party or by which it he is bound, and (c) while the Executive is employed by the Company, it or he will not enter into any agreement, either written or oral, in conflict with this Agreement or it or his obligations hereunder.

12. Definitions .

a) The term “ Cause ” shall mean (i) discovery by the Company that any of the material information provided to the Company concerning the Executive’s qualifications, employment history and experience, certifications or licenses was untrue or that the Executive concealed a physical or mental condition that could materially impair the Executive’s ability to perform his responsibilities properly without reasonable accommodation as required by applicable law, if any, (ii) the Executive’s intentional, willful or knowing material failure or refusal to follow or enforce the Company’s policies, as adopted by the Board of Directors from time to time and that are provided to Executive orally or in writing, or perform the Executive’s duties (other than as a result of physical or mental illness, accident or injury); (iii) dishonesty, willful or gross misconduct, gross ineptitude, or illegal conduct by the Executive in connection with the Executive’s employment with the Company; (iv) the Executive’s conviction of, or plea of guilty or nolo contendere to, a charge of commission of a felony (exclusive of any felony relating to negligent operation of a motor vehicle); and (v) a material breach by the Executive of this Agreement or the Proprietary Rights Agreement; provided, however, in the cases of clauses (ii) and (v) above, gross ineptitude, and “Cause” under the final sentence of this paragraph, the Company shall be required to give the Executive thirty (30) calendar days prior written notice of its intention to terminate the Executive for Cause and the grounds thereof and the Executive shall have the opportunity during such thirty (30) day period to meet with a Company representative designated by the Board and cure such event if such event is capable of being cured; provided, further, that in the event that the Executive terminates his employment with the Company during such thirty (30) day period for any reason, such termination shall be considered a termination for Cause. For purposes of this paragraph (a), no act or failure to act on the part of the Executive shall be considered “willful” unless it is intentionally done, or intentionally omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. For purposes of this paragraph (a) any willful or grossly negligent conduct of the Executive that results in the failure of the Company to comply with a significant financial statutory or regulatory requirement shall be considered grounds for termination for Cause.

b) The term “ Good Reason ” shall mean (i) any material reduction of the Executive’s Base Salary, unless similar reductions are imposed on all similarly situated executive officers of the Company (ii) any material breach by the Company of its obligations under this Agreement including, but not limited to, its obligation for the Executive to be the Chief Financial Offer and to assign him duties in accordance therewith under Section 3 of this Agreement , and (iii) a change without the Executive’s consent in the principal location of the Company’s office to an office that is more than 35 miles from the current location of 14420 Albemarle Point Place, Chantilly, VA 2015 (if such move materially increases the Executive’s commute) and (iv) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law ; provided that in any case the Executive provides the Company with written notice of the Executive’s intention to terminate the Executive’s employment for Good Reason and the grounds thereof within thirty (30) days after the occurrence of the event that the Executive believes constitutes Good Reason, gives the Company an opportunity to cure for thirty (30) days following receipt of such notice from the Executive, if the event is capable of being cured or, if not capable of being cured, to have the Company’s representatives meet with the Executive and the Executive’s counsel to be heard regarding whether Good Reason exists for the Executive to terminate the Executive’s employment with the Company and the Executive terminates employment within thirty days after the end of the cure period if the Good Reason condition is not cured.

c) The term “ person ” shall mean any individual, corporation, firm, association, partnership, other legal entity or other form of business organization.

13. Section 409A of Internal Revenue Code.

a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code (“Code”), the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

b) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

c) The determination of whether and when a separation from service has occurred shall be made by the Company in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

d) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

14. Successors and Assigns; Entire Agreement; No Assignment . This Agreement shall be binding upon, and shall inure to the benefit of the parties and their respective successors, heirs, distributes and personal representatives including, with respect to the Company , the successor of Company through merger, acquisition, corporate reorganization, or any other business combination . This Agreement and the Proprietary Rights Agreement contain the entire agreement between the parties with respect to the subject matter hereof and supersede other prior and/or contemporaneous arrangements or understandings with respect thereto . Neither party may assign this Agreement without the prior written consent of the other party; however, the Company may assign this Agreement, without the consent of the Executive, to any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company.

15. Notices . All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand-delivered, mailed by registered or certified mail (three days after deposited), or sent by a nationally recognized courier service, to the following address (provided that notice of change of address shall be deemed given only when received):

If to the Company: Novume Solutions, Inc.

14420 Albermarle Point Place

Chantilly, VA 20151

Attn: Robert Berman, CEO

rberman@keystonewins.com

If to Executive: Carl Kumpf

21545 Glebe View Drive

Broadlands, Virginia 20148

carl.kumpf@integralfinancialgroup.com

or to such other names and addresses as the Company or the Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section 15 . A copy of any such notice or communication under this Section 15 shall be transmitted via electronic mail to the par ty’s corresponding email address on the same day as the notice’s or communication’s hand-delivery, mailing, or transmission by courier service.

16. Changes; No Waiver; Remedies Cumulative . The terms and provisions of this Agreement may not be modified or amended, or any of the provisions hereof waived, temporarily or permanently, without the prior written consent of each of the parties hereto. Either party’s waiver or failure to enforce the terms of this Agreement or any similar agreement in one instance shall not constitute a waiver of any rights hereunder with respect to other violations of this or any other agreement. No remedy conferred upon the Company or the Executive by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.

17. Governing Law . This Agreement and (unless otherwise provided) all amendments hereof and waivers and consents hereunder shall be governed by the law of the Commonwealth of Virginia, without regard to the conflicts of law principles.

18. Severability . The Executive and the Company agree that should any provision of this Agreement be declared illegal, invalid or unenforceable by a Court of competent jurisdiction, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

19. Headings; Counterparts . All section headings are for convenience only. This Agreement may be executed in several counterparts, each of which is an original, and may be transmitted electronically, with such electronic copy serving as an original.

20. Entire Agreement. This Agreement and the Proprietary Rights Agreement contain the entire agreement between the parties with respect to the subject matter hereof and supersede other prior and contemporaneous arrangements, agreements, promises, warranties and understandings with respect thereto. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement or the Proprietary Rights Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

IN WITNESS WHEREOF , the parties have executed this Employment Agreement as of the date first above written.

NOVUME SOLUTIONS, INC.

By: /s/ Robert Berman

Name: Robert Berman

Title: Chief Executive Officer

EXECUTIVE:

/s/ Carl Kumpf

Carl Kumpf

Exhibit 14.1

Novume Solutions

Audit Committee Charter

Purpose and Authority

The purpose of the Audit Committee is: (1) to assist the Board of Directors in fulfilling its responsibilities for generally overseeing: (a) the Corporation’s financial reporting processes and the audit of the Corporation’s financial statements, including the integrity of the Corporation’s financial statements, (b) the Corporation’s compliance with legal and regulatory requirements, (c) the independent registered public accounting firm’s qualifications and independence, (d) the performance of the Corporation’s internal audit function and independent registered public accounting firm, and (e) risk assessment and risk management; (2) to prepare any report of the Audit Committee that may be required by the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to be included in the Corporation’s annual proxy statement; (3) to oversee the finance and investment functions of the Corporation; and (4) to perform such other duties and responsibilities as are enumerated in and consistent with this charter.

Membership

The Audit Committee shall consist of at least three independent Directors. To the extent necessary or deemed appropriate by the Board of Directors, additional independent Directors may be appointed to the Audit Committee by the Board of Directors. Members of the Audit Committee shall be independent, as determined by the Board in accordance with guidelines established by the Governance Committee from time to time and as required by applicable laws and regulations and the requirements of any exchange on which the Corporation maintains a listing for any of its securities. Members of the Audit Committee shall serve for a term of one year or until their successor is elected .

Each director on the Audit Committee shall meet applicable financial literacy requirements and listing standards for any exchange on which the Corporation maintains a listing of its securities and shall have such additional qualifications as the Board of Directors determines. At least one director on the Audit Committee will be an “audit committee financial expert,” as determined by the Board of Directors in accordance with SEC rules. In addition, no director on the Audit Committee may have participated in the preparation of the financial statements of the Corporation’s or any of the Corporation’s current subsidiaries at any time during the past three years. A member of the Audit Committee shall not simultaneously serve on the audit committee of more than two other companies whose stock is publicly traded without a determination by the Board of Directors that the member's simultaneous service would not impair his or her ability to effectively serve on the Audit Committee. The entire Audit Committee or any individual director on the Audit Committee may be removed with or without cause by the affirmative vote of a majority of the Board of Directors upon the recommendation of the Corporate Governance Committee.

The Chair of the Audit Committee shall be elected by the Board of Directors of the Corporation after receiving the recommendation of the Governance Committee. In the absence of such designation, the Audit Committee may designate the Chair by majority vote of the Audit Committee. The Chair may appoint may designate a person to serve as Secretary of the Audit Committee who is not required to be a member of the Audit Committee and may designate another member of the Audit Committee to serve as Chair at any meeting at which the Chair is absent. From time to time the Chair may establish such other rules as are necessary and proper for the conduct of the business of the Audit Committee. The Chair shall approve each meeting agenda. A report of the Audit Committee regarding each meeting, with recommendations for action, when appropriate, shall be presented orally or in writing at the next regularly scheduled Board of Directors meeting following each Audit Committee meeting.

Procedures

Meetings. The Audit Committee shall establish a schedule for at least four regular meetings each year. Special meetings may be called by the Chair of the Audit Committee in such manner as the Chair shall determine to be appropriate to give the members of the Audit Committee reasonable opportunity to participate in the meeting. A majority of the members of the Audit Committee shall constitute a quorum. A majority vote at a meeting at which a quorum is present is sufficient for all actions taken by the Audit Committee and any subcommittee thereof. The Audit Committee and any such subcommittee may meet in person or telephonically as frequently as required. However, if unanimous written consent of the members is obtained, an in person or telephonic meeting shall not be required in order for the Audit Committee or any such subcommittee to take any action that the Audit Committee or such subcommittee is authorized to take.

Agenda. The Chair will establish the agenda, with input from management and other directors on the Audit Committee and the Board of Directors as appropriate.

Executive and Private Sessions. The Audit Committee will meet regularly in separate executive sessions at which only Audit Committee members are present and in private sessions with each of: representatives of management, the internal auditors and the independent registered public accounting firm.

4. Delegation of Authority.

a. The Audit Committee may create a subcommittee of the Audit Committee consisting of one or more directors on the Audit Committee and may delegate any of its duties and responsibilities to such subcommittee, unless otherwise prohibited by applicable laws or listing standards.

b. The Audit Committee may delegate any of its duties and responsibilities to one or more directors on the Audit Committee, or another independent director, unless otherwise prohibited by applicable laws or listing standards.

c. Any subcommittee, director or other person may provide a written or oral report to the Audit Committee, as appropriate, regarding any activities undertaken pursuant to such delegation.

d. The Audit Committee may terminate any such subcommittee and revoke any such delegation at any time.

Authority to Retain Advisors and Consultants. In the course of its duties, the Audit Committee will have sole authority, at the Corporation’s expense, to select, retain, terminate and approve the fees and other retention terms of such independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining approval of Corporation management or the Board of Directors in advance.

Charter Review. The Audit Committee annually will review and reassess the adequacy of this charter and will submit any recommended changes to the charter to the Corporate Governance Committee and the Board of Directors for approval.

Performance Review. The Audit Committee annually will undertake an evaluation assessing its performance with respect to its purposes and its duties and tasks set forth in this charter, and will report the results of such evaluation to the Corporate Governance Committee and the Board of Directors.

Reporting to the Board of Directors. The Audit Committee shall make prompt written or oral reports of its activities to the Board of Directors, which shall include appropriate details of any approvals which are or may be binding on the Corporation. In the event of any dissenting votes, the report shall contain an explanation of the reason for the dissenting vote.

Open Access. The Audit Committee will be given open access to the Corporation’s internal auditors, Board of Directors Chairman, the Corporation’s executives and independent registered public accounting firm, as well as the Corporation’s books, records, facilities and other personnel.

Authority and Responsibilities

The following responsibilities of the Committee are set forth as a guide to the Audit Committee with the understanding that the Audit Committee may alter or supplement them as appropriate under the circumstances to the extent permitted by applicable laws and listing standards.

Independent Registered Public Accounting Firm. The Committee will appoint, evaluate and establish the basis for compensation of the independent registered public accounting firm, which will report directly to the Committee, and oversee the rotation of the independent registered public accounting firm’s lead audit and concurring partners at least once every five years and the rotation of other audit partners, with applicable time-out periods, in accordance with SEC regulations. The Committee will determine whether to retain or, if appropriate, terminate the independent registered public accounting firm.

Audit and Non-Audit Services and Fees. The Committee will review and approve in advance the scope of the fiscal year’s independent audit and the audit fees, establish policies for the independent registered public accounting firm’s activities and any fees beyond the core audit, approve in advance all non-audit services to be performed by the independent registered public accounting firm that are not otherwise prohibited by law and associated fees, and monitor the fees paid to the independent registered public accounting firm. The Committee may delegate to the Chairman the authority, within agreed limits, to pre-approve audit-related and non-audit services not prohibited by law to be performed by the independent registered public accounting firm. The Chairman will report any decisions to pre-approve such services to the full Committee.

Relationships with Independent Registered Public Accounting Firm. The Committee will review and, where appropriate, discuss with the independent registered public accounting firm its annual written statement delineating all relationships or services between the independent registered public accounting firm and Novume Solutions, or any other relationships or services that may impact its objectivity and independence.

Hiring Polices . The Committee will set policies for the hiring of employees or former employees of the independent registered public accounting firm by the Corporation, and monitor compliance with such policies.

Annual Audited and Quarterly Financial Statements; Other Matters. The Committee will:

a. Review and discuss, as appropriate, with management and the independent registered public accounting firm the Corporation’s annual audited and quarterly financial statements, including the Corporation’s disclosures in “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and

b. Review with management and the independent registered public accounting firm:

i. the results of the independent registered public accounting firm’s audit and the independent registered public accounting firm’s opinion on the annual financial statements;

ii. analyses prepared by management or the independent registered public accounting firm setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements;

iii. the independent registered public accounting firm’s judgments on the quality, not just the acceptability, and consistent application of the Corporation’s accounting principles, the reasonableness of significant judgments, clarity of disclosures and underlying estimates in the financial statements;

iv. major issues regarding accounting principles and financial statement presentations, including changes in accounting principles or application thereof, significant judgment areas, and significant and complex transactions;

v. the effectiveness and adequacy of the Corporation’s internal auditing; and

vi. any disagreements between management and the independent registered public accounting firm, about matters that individually or in the aggregate could be significant to the Corporation’s financial statements or the independent registered public accounting firm’s report, and any serious difficulties the independent registered public accounting firm encountered in dealing with management related to the performance of the audit and management’s response.

Inclusion of Audited Financial Statements in 10-K. The Committee will make recommendations to the Board of Directors as to whether the audited financial statements should be included in The Corporation’s Annual Report on Form 10-K.

Regulatory and Accounting Initiatives and Off-Balance Sheet Structures. The Audit Committee will review the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Corporation’s financial statements.

Earnings Press Releases, Corporate Policies and Earnings Guidance. The Audit Committee will review and, where appropriate, discuss earnings press releases, as well as corporate policies with respect to financial information and earnings guidance provided to analysts and ratings agencies.

Report from Independent Registered Public Accounting Firm. At least annually, the Audit Committee will obtain from and review a report by the independent registered public accounting firm describing (a) the independent registered public accounting firm’s internal quality control procedures, and (b) any material issues raised by the most recent internal quality-control review, or peer review, or by any governmental or professional inquiry or investigation within the preceding five years regarding any audit performed by the independent registered public accounting firm, and any steps taken to deal with any such issues.

10.

Disclosure Controls and Procedures. The Audit Committee will review the adequacy and effectiveness of the Corporation’s disclosure controls and procedures.

11.

Internal Controls. The Audit Committee will review the adequacy and effectiveness of the Corporation’s internal controls, including any significant deficiencies in such controls and significant changes or material weaknesses in such controls reported by the independent registered public accounting firm, the internal auditors or management and any special audit steps adopted in light of material control deficiencies, and any fraud, whether or not material, that involves management or other the Corporation’s employees who have a significant role in such controls.

12.

Information Security. The Committee will review the adequacy and effectiveness of The Corporation’s information security policies and the internal controls regarding information security.

13.

Internal Audit. The Committee will review the overall scope, qualifications, resources, activities, reports, organizational structure and effectiveness of the internal audit function. The Audit Committee will approve the appointment, replacement, reassignment or dismissal and the compensation of the Director of Internal Audit.

15.

Compliance. Subject to the overall supervisory responsibility of the Governance Committee, the Audit Committee will oversee the Corporation’s compliance programs with respect to legal and regulatory requirements concerning financial reporting and disclosure, and review with management and any persons designated with supervisory responsibility over internal audit or compliance matters, as appropriate, the results of their review of compliance with applicable laws, regulations and listing standards, the Corporation’s Code of Conduct and internal audit reports.

16.

Complaints and Submissions. The Audit Committee will oversee procedures established for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by the Corporation’s employees of concerns regarding questionable accounting or auditing matters and compliance with The Corporation’s code of Conduct and Whistleblower Policies.

17.

Attorneys’ Reports. The Committee will receive and, if appropriate, respond to attorneys’ reports of evidence of material violations of securities laws and breaches of fiduciary duty and similar violations of U.S. or state law.

18.

Risks. The Audit Committee will review and assess risks facing the Corporation’s and management’s approach to addressing these risks, including significant risks or exposures relating to litigation and other proceedings and regulatory matters that may have a significant impact on the Corporation’s financial statements.

19.

Regulatory Investigations. The Audit Committee will review the results of significant investigations, examinations or reviews performed by regulatory authorities and management’s response.

20.

Related Party Transactions. The Audit Committee will monitor compliance with the Board of Director’s review and approval of “related party transactions,” as defined in applicable SEC rules.

21.

Investigations. The Audit Committee will conduct or authorize investigations into any matters within the Committee’s scope of responsibilities.

22.

Treasury Matters. The Audit Committee will review or oversee significant treasury matters such as capital structure, derivative policy, global liquidity, fixed income investments, borrowings, currency exposure, dividend policy, share issuance and repurchase, capital spending, and risk management identification and coverage.

23.

Loans and Obligations. The Audit Committee will oversee The Corporation’s loans, loan guarantees of third party debt and obligations and outsourcings.

24.

Coordination with the Compensation Committee. The Audit Committee will coordinate, as appropriate, with the Compensation Committee regarding the cost, finding and financial impact of equity compensation and benefits.

25.

Other. The Audit Committee may perform such other reviews and assessments and make such other recommendations as it deems appropriate to carry out its duties and discharge its responsibilities.

Limitation of Audit Committee’s Role

While the Audit Committee has the responsibilities and powers set forth in this Charter, the Audit Committee does not have responsibility to plan or conduct audits or determine that the Corporation’s financial statements are complete, accurate and in accordance with generally accepted accounting principles and applicable rules and regulations. Management is responsible for the financial reporting process, including the system of internal controls over financial reporting, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Corporation’s independent auditor is responsible for auditing those financial statements and expressing an opinion as to their conformity with generally accepted accounting principles. The Audit Committee’s responsibility is to oversee and review these processes, but not to professionally engage in the practice of accounting or auditing or provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or generally accepted accounting principles or as to auditor independence. The members of the Committee may rely, without independent verification, on the information provided to the Committee and on the representations made by management and the independent auditors.

Self-Assessments and Charter Review

The Audit Committee shall annually conduct a confidential review of its own performance. No report of its annual assessment shall be required. The Audit Committee shall also periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

As Approved by the Board of Directors on August 23, 2017

Exhibit 14.2

Novume Solutions, Inc.

Compensation Committee Charter

Purpose

The purpose of the Compensation Committee is (1) to discharge the Board’s responsibilities relating to compensation of the Corporation’s executive officers and directors, (2) to establish criteria for evaluating the performance and appropriate levels of compensation for such officers and directors, (3) to produce an annual report on executive compensation for inclusion in the Corporation’s proxy statement in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and (4) to oversee the establishment and maintenance of the Corporation’s overall compensation and incentive programs.

Membership

The Compensation Committee shall consist of at least two independent Directors. To the extent necessary or deemed appropriate by the Board of Directors, additional independent Directors may be appointed by the Board of Directors. Members of the Compensation Committee shall be independent, as determined by the Board in accordance with guidelines established by the Governance Committee from time to time and as required by applicable laws and regulations and the requirements of any exchange on which the Corporation maintains a listing for any of its securities.

Authority and Responsibilities

The following are the duties and responsibilities of the Compensation Committee:

1. In consultation with senior management, establish the Corporation’s general executive compensation philosophy, and executive compensation programs that support that philosophy.

2. Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those goals and objectives, and recommend to the independent directors as a group the Chief Executive Officer’s compensation level based on this evaluation. In determining the longterm incentive component of Chief Executive Officer’s compensation, the Committee shall consider (i) the Corporation’s performance, both in absolute terms and relative to the performance of comparable companies, (ii) the Corporation’s relative stockholder return, (iii) the value of similar incentive awards to Chief Executive Officers at comparable companies, (iv) the awards given to the Chief Executive Officer in past years and/or (v) such other factors deemed relevant by the Committee.

3. Review and approve the compensation of the CFO, General Counsel and other executive officers of the Corporation, provided that the compensation of Director of Internal Audit shall be determined solely by the Audit Committee.

4. Make recommendations (including recommendations regarding stockholder approval) to the Board with respect to any new equity compensation plan or any material change to an existing equity compensation plan where stockholder approval of such new

plan or material change is required under the rules of the New York Stock Exchange, Inc. and otherwise make recommendations to the Board with respect to the Corporation’s incentive compensation plans and equitybased plans, including the Equity and Incentive Compensation Plan (EICP), oversee the activities of the individuals and committees responsible for administering these plans, including the Chief Executive Officer and the Employee Benefits Committee, and discharge any responsibilities imposed on the Committee by any of these plans.

5. In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Corporation’s policies on structuring compensation programs to preserve tax deductibility, and, as and when desired, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.

6. Review and discuss with management and the Audit Committee the compensation discussion and analysis (CD&A) required by SEC rules and regulations, and recommend to the full Board, if and as appropriate, inclusion of the CD&A in the Corporation’s annual proxy statement; the Committee along with the other independent directors will review and discuss the CD&A provisions dealing with Chief Executive Officer compensation with management and, if and as appropriate, recommend the inclusion of these provisions of the CD&A in the Corporation’s annual proxy statement.

7. Review and approve any severance or similar termination payments proposed to be made to any current executive officer of the Corporation.

8. In conjunction with the Chief Executive Officer, review the executive organization of the Corporation and coordinate with the Governance Committee in the succession planning process, including development of personnel to fill executive officer positions and implementation of succession planning for executive officer positions. Succession plans shall be reviewed by the full Board, with input from the Compensation and Governance Committees.

9. After reviewing the recommendations of the Chief Executive Officer, recommend to the Board of Directors officers of the Corporation for election.

10. After reviewing the recommendations of the Chief Executive Officer, determine levels of participation and terms of the Corporation's Executive Benefits Protection Plans and administer such plans.

11. Review the form and amount of director compensation at least annually, and make appropriate recommendations to the Board after due consideration of the responsibilities assumed and the director compensation of similarly situated companies.

13. Execute any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Corporation’s compensation programs and succession planning.

14. Perform such other reviews and assessments and make such other recommendations as the Compensation Committee deems appropriate to carry out the duties and discharge the responsibilities of the Compensation Committee.

The Compensation Committee shall have the resources and authority appropriate to discharge its duties and responsibilities. In connection with the discharge of its responsibilities, the Compensation Committee shall have sole authority, at the Corporation’s expense, to select, retain, terminate and approve the fees and other retention terms of such independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining approval of Corporation management or the Board of Directors in advance. Other committees and subcommittees may be given this authority by the Board of Directors.

Meetings and Procedures.

The Compensation Committee shall establish a schedule for at least four regular meetings each year. Special meetings may be called by the Chair of the Compensation Committee in such manner as the Chair shall determine to be appropriate to give the members of the Compensation Committee reasonable opportunity to participate in the meeting. A majority of the members of the Compensation Committee shall constitute a quorum. A majority vote at a meeting at which a quorum is present is sufficient for all actions taken by the Compensation Committee and any subcommittee thereof. The Compensation Committee and any such subcommittee may meet in person or telephonically as frequently as required. However, if unanimous written consent of the members is obtained, an in person or telephonic meeting shall not be required in order for the Compensation Committee or any such subcommittee to take any action that the Compensation Committee or such subcommittee is authorized to take.

The Chair of the Compensation Committee shall be elected by the Board of Directors of the Corporation after receiving the recommendation of the Governance Committee and may designate a person to serve as Secretary of the Compensation Committee who is not required to be a member of the Compensation Committee. The Compensation Committee may form and delegate authority to subcommittees, and provide for the structure and procedures to be followed by such subcommittees, when appropriate.

The Compensation Committee shall make prompt written or oral reports of its activities to the Board of Directors, which shall include appropriate details of any approvals which are or may be binding on the Corporation. In the event of any dissenting votes, the report shall contain an explanation of the reason for the dissenting vote.

Self-Assessments and Charter Review

The Compensation Committee shall annually conduct a confidential review of its own performance. No report of its annual assessment shall be required. The Compensation Committee shall also periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

As approved by the Board of Directors on August 23, 2017.

Exhibit 14.3

Novume Solutions, Inc.

Governance Committee Charter

Purpose

The purpose of the Governance Committee is to ensure proper governance of the Corporation by (1) reviewing and recommending improvements to the Corporation’s governance guidelines and corporate policies; (2) monitoring compliance with the Corporation’s Code of Conduct; (3) training new members of the Board of Directors; (4) reviewing the performance of the Board of Directors and its various committees and making recommendations intended to improve that performance, (5) evaluating and making recommendations as to changes in the charters of the various Committees of the Board of Directors, (6) evaluating the performance of the Chief Executive Officer of the Corporation, (7) overseeing the development and implementation of succession planning for Corporation senior management positions; (8) identifying and recommending candidates for nomination as members of the Board of Directors and its committees and (9) such other matters as may be required to ensure compliance with the provisions of the Delaware General Corporation Law (“DGCL”), the requirements of any other federal or state laws or regulations applicable to the corporation or the requirements of any exchange on which the Corporation shall maintain a listing for its securities.

Membership

The Governance Committee shall consist of three directors, including at least two independent directors. To the extent necessary or deemed appropriate by the Board of Directors, additional Directors may be appointed by the Board of Directors. A majority of the members of the Governance Committee shall be independent, as determined by the Board in accordance with these guidelines and as required by applicable laws and regulations and the requirements of any exchange on which the Corporation maintains a listing for any of its securities.

Authority and Responsibilities

The following are the duties and responsibilities of the Governance Committee:

1. Review the Corporation’s committee charters, governance guidelines and corporate policies at least once a year and recommend any changes that the Governance Committee believes are appropriate. The Governance Committee shall coordinate with the Audit Committee in reviewing and recommending changes in policies concerning investments, cash management, insider trading and whistleblowers.

2. Evaluate the performance of the Board of Directors and its committees and make recommendations to the Board of Directors from time to time as to changes that the Governance Committee believes to be desirable to the size of the Board or to the size, structure or function of any committee thereof.

3. Identify individuals believed to be qualified to become members of the Board of Directors and recommend nominees to stand for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Governance Committee shall recommend to the Board an individual to fill such vacancy either through appointment by the Board or through election by stockholders. In nominating candidates, the Governance Committee shall take into consideration the criteria approved by the Board of Directors as set forth in the Corporation’s governance guidelines and such other factors as it deems appropriate. The Governance Committee shall solicit recommendations for candidates from members of the Corporation’s Board of Directors and other sources deemed by the Governance Committee to be appropriate and will consider candidates proposed by stockholders. The Governance Committee may consider candidates proposed by management, but is not required to do so.

4. Identify directors qualified to fill vacancies on any committee of the Board (including the Governance Committee) and recommend that the Board appoint the identified director or directors to the respective committee. In nominating a candidate for committee membership, the Governance Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate’s experience with the goals of the committee and the interplay of the candidate’s experience with the experience of other committee members.

5. Identify members of the Board of Directors qualified to become the chair of any committee of the Board of Directors (including the Governance Committee) and recommend that the Board of Directors appoint the identified director as chair of the committee.

6. Execute any other duties or responsibilities expressly delegated to the Governance Committee by the Board of Directors from time to time relating to the nomination of Directors and committee members.

7. Review overall performance and committee performance and any potential conflicts of interest whenever a director is being considered for reelection to the Board. If appropriate, initiate additional reviews of any director's performance upon request of any Board member.

8. Assist management in the preparation of any required proxy statement disclosure regarding director independence and the operations of the Committee.

9. Develop, and review at least annually, standards to be applied in making determinations as to the existence of material relationships between the Company and a director and provide the Board with its assessment of which directors should be deemed “independent directors” under the thencurrent standards applicable to the Board or any committee thereof.

10. Review and either disapprove or grant approval or ratification of those transactions between the Company and the Company’s directors, executive officers, significant stockholders and their respective immediate family members (each a “Related Person”) that are required to be disclosed pursuant to Item 404(a) of Securities and Exchange Commission Regulation SK, and administer that policy unless otherwise directed by the Board.

11. Perform such other reviews and assessments and make such other recommendations as the Governance Committee deems appropriate to carry out the duties and discharge the responsibilities of the Governance Committee.

Unless otherwise specifically permitted by the Board of Directors or otherwise approved in the manner set forth in the Corporation’s Code of Conduct, any transaction not in the ordinary course of business between the Corporation and any person, business entity or other organization (or any subsidiary, division or affiliate thereof) directly or indirectly owned or controlled by any director or officer of the Corporation or person related to such director or officer, shall be reviewed and approved in advance by a subcommittee composed of members of the Governance Committee with no personal interest in such transaction. In connection with the discharge of its responsibilities, any such subcommittee may select, retain, terminate and approve the fees and other retention terms of special counsel, financial consultants or other experts or consultants, as it deems appropriate in connection with any review and approval described above, without seeking approval of the Board or management of the Corporation.

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities. In connection with the discharge of its responsibilities, the Governance Committee shall have sole authority, at the Corporation’s expense, to select, retain, terminate and approve the fees and other retention terms of such independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining approval of Corporation management or the Board of Directors in advance. Other committees and subcommittees may be given this authority by the Board of Directors.

Meetings and Procedures.

The Governance Committee shall establish a schedule for at least four regular meetings each year. Special meetings may be called by the Chair of the Governance Committee in such manner as the Chair shall determine to be appropriate to give the members of the Governance Committee reasonable opportunity to participate in the meeting. A majority of the members of the Governance Committee shall constitute a quorum. A majority vote at a meeting at which a quorum is present is sufficient for all actions taken by the Governance Committee and any subcommittee thereof. The Governance Committee and any such subcommittee may meet in person or telephonically as frequently as required. However, if unanimous written consent of the members is obtained, an in person or telephonic meeting shall not be required in order for the Governance Committee or any such subcommittee to take any action that the Governance Committee or such subcommittee is authorized to take,

The Chair of the Governance Committee shall be nominated by the Lead Director, if there is one, or otherwise by the Chair of Board of Directors, and approved by the Board of Directors and may designate a person to serve as Secretary of the Committee who is not required to be a member of the Governance Committee. The Governance Committee may form and delegate authority to subcommittees, and provide for the structure and procedures to be followed by such subcommittees, when appropriate.

The Governance Committee shall make prompt written or oral reports of its activities to the Board of Directors, which shall include appropriate details of any approvals which are or may be binding on the Corporation. In the event of any dissenting votes, the report shall contain an explanation of the reason for the dissenting vote.

Self-Assessments and Charter Review

The Governance Committee shall annually conduct a confidential review of its own performance which shall compare the performance of the Governance Committee with the requirements of this charter. No report of its annual assessment shall be required. The Governance Committee shall also periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

As approved by the Board of Directors on August 23, 2017.

Exhibit 99.1

Novume Solutions Formed from KeyStone Solutions and Brekford Traffic Safety Merger

CHANTILLY, VA. — August 29, 2017 — (ACCESSWIRE) — Novume Solutions, Inc. (OTCQX: NVMM, NVMMP and NVMMW) (“Novume”) announced today that it completed the merger of KeyStone Solutions, Inc. (formerly OTCQB: KEES) ("KeyStone") and Brekford Traffic Safety, Inc. (formerly OTCQX: BFDI) (“Brekford”). With the merger, Novume commenced operations as a holding company for leading professional services firms. Novume's focus is on firms that aggregate highly-specialized, difficult-to-find talent and have the scale and mass to deploy these resources quickly and efficiently.

Immediately following the merger, the pre-merger stockholders of KeyStone and Brekford will own approximately 80% and 20%, respectively, of Novume issued and outstanding capital stock on a fully-diluted basis. The merger will allow the combined companies to grow existing business through access to additional capital, sales, and distribution resources. Novume management believes that through partnering, expanded distribution and strategic direction, it can create value for the combined entity’s shareholders.

Novume Approved for Trading on the OTCQX

Novume’s Common Stock, Series A Preferred Stock and Unit Warrants were approved for trading on the OTCQX Best Market of the OTC Markets Group, Inc. (“OTCQX”) under the symbols “NVMM”, “NVMMP” and “NVMMW”, respectively, effective August 29, 2017.

Appointment of Christine Harada as Independent Director

The Novume board of directors appointed Christine Harada, 44, as a member of the board, effective with the merger and she will serve as an independent director. Ms. Harada previously served as the Federal Chief Sustainability Officer from November 2015 through January 2017. Prior to that, Ms. Harada was the Acting Chief of Staff of the U.S. General Services Administration (“GSA”) from March 2015 through November 2015. While at the GSA, Ms. Harada also served as Associate Administrator, Government-wide Policy and Chief Acquisition Officer for the GSA from June 2014 through February 2015. Ms. Harada’s private sector experience includes serving as Global Manager, Transformation/Large Scale Change Practice at the Boston Consulting Group from May 2013 through June 2014, and experience as a principal at Booz Allen Hamilton from January 2004 through April 2013. Ms. Harada holds an MA, International Studies and an MBA, Finance from the Lauder Institute and the Wharton School at the University of Pennsylvania, respectively. She also holds an MS Aeronautics/Astronautics and a BS Aeronautics/Astronautics from Stanford University and the Massachusetts Institute of Technology, respectively.

“Christine brings to the Novume board more than twenty years of success in leading government and management consulting organizations. She combines that experience with extensive expertise in business strategy and translating strategy into operational excellence," said Jim McCarthy, Novume Chairman of the Board.

Carl Kumpf Appointed as Chief Financial Officer

Concurrent with the merger, Carl Kumpf was appointed as Novume’s Chief Financial Officer effective immediately. Prior to joining Novume, Mr. Kumpf co-founded Integral Financial Group (“IFG”) in 2005 and has served as the principal and Chief Executive Officer. As a principal and CEO of IFG, Mr. Kumpf served as the external accounting advisor to several IPOs and as the interim CFO/Controller for several private high-tech and services companies and oversaw the successful first-year implementation of Sarbanes-Oxley compliance procedures for a large government contractor. Mr. Kumpf also served the Chief Accounting Officer at InPhonic, Inc. from September 2004 through October 2015. Prior to InPhonic, from May 2002 through April 2004, he was the Chief Financial Officer for MorganFranklin Corporation. Mr. Kumpf holds a B.B.A in Accounting from the College of William and Mary. He is a CPA in the Commonwealth of Virginia. Mr. Kumpf is a past chairman of the News Media Internal Auditor Association, a member of the AICPA and a member of the Virginia State Society of CPAs.

"Carl's pubic company experiences will be invaluable as Novume seeks additional capital to deliver on its growth strategy. In addition to adding to Novume's executive management team, bringing Carl on board will allow Riaz to focus on Novume's acquisition strategy and subsidiary operations, a role for which he's well suited," stated Robert Berman, Novume CEO.

Riaz Latifullah Appointed as Executive Vice President of Corporate Development

Also concurrent with the merger, Riaz Latifullah was named as Novume’s Executive Vice President of Corporate Development. Mr. Latifullah served as the KeyStone’s Chief Financial Officer from KeyStone's inception in early 2016 through the KeyStone merger with Brekford. Following the merger, KeyStone’s other executive officers Robert Berman, CEO, Harry Rhulen, President, and Suzanne Loughlin, Chief Administrative Officer and General Counsel, transitioned to similar roles with Novume.

About Novume Solutions, Inc.

Novume is a holding company of leading professional services firms. These firms aggregate highly-specialized, difficult-to-find talent and have the scale and systems to deploy that talent efficiently at the enterprise-level at a moment’s notice. Novume is focused on the logistics of procuring highly-specialized human resources and delivering critical definitive knowledge to the right place at the right time. Whether we manage our client’s workforce or provide them with the tools to manage their own success, they need exceptional people with distinctive experience. We do that.

Novume subsidiaries have had a history of success dating as far back as 1983 and their clients include 87 of the top-100 federal contractors as well as numerous Fortune 100 companies.

For more information, please visit Novume.com.

Forward-Looking Statements

This press release includes statements concerning Novume Solutions, Inc. and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors and other risks identified in our filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events, or otherwise.

Contacts

Novume Solutions, Inc.

Carl Kumpf, CFO

info@novume.com

SOURCE : Novume Solutions, Inc.

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