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.)
|
|
|
Avon
Road Replacement Note, dated August 25, 2017.
|
|
|
Restated,
Amended and Supplemental Employment Agreement between Riaz
Latifullah and the Company, dated as of August 28,
2017
|
|
|
Employment
Agreement between Carl Kumpf and the Company, dated as of August
28, 2017
|
|
|
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
|
|
|
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
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]
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|
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COMPANY:
|
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NOVUME SOLUTIONS, INC.
|
|
|
By:
|
|
/s/
Riaz
Latifullah
|
|
|
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Title:
|
|
Chief
Financial Officer
|
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Address:
|
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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.
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 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. The Company
may from time to time modify or eliminate any or all benefits
extended or provided in its sole discretion, subject to applicable
law. The Executive shall be entitled to three weeks of paid
vacation per year, which shall accrue and be used in accordance
with the policies of the Company in effect from time to time, as
determined by the Board of Directors of the Company. Subject to
such policies, any accrued but unused paid vacation shall be paid
out to Executive upon termination of employment unless the Company
terminates Executive’s employment for Cause (as defined in
Section 11
) or the
Executive resigns his employment for other than Good Reason (as
defined in
Section
11
).
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:
●
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 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
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 14
.
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:
1.
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.
2.
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.
3.
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.
4.
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.
5.
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.
(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.
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 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.
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.
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.
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 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
1.
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.
2.
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.
3.
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.
5.
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.
6.
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.
7.
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.
8.
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.
9.
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.
1.
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.
2.
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.
3.
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.
4.
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.
5.
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.
6.
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.
7.
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.
8.
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.
9.
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
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.
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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