Novume Solutions, Inc. (Form: 8-K, Received: 10/04/2017 08:46:33)

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

October 1, 2017

Date of Report (date of earliest event reported)

NOVUME SOLUTIONS, INC.

(Exact name of Registrant as specified in its charter)


Delaware	000-55833	81-56266334
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

14420 Albermarle Point Place, Suite 200,

Chantilly, VA 20151

(Address of principal executive offices)

(703) 953-3838

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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.

The information below in Item 2.01 regarding the Registration Rights Agreement and the Wells Fargo Guaranty Agreements are incorporated herein by reference in response to this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 1, 2017, Novume Solutions, Inc., a Delaware corporation (“ Novume ” or the “ Company ”), completed its previously announced acquisition (the “ Mergers ”) of Global Technical Services, Inc. a Texas corporation (“ GTS ”) and Global Contract Professionals, Inc., a Texas corporation (“ GCP ”) pursuant to the terms of an Agreement and Plan of Merger, dated September 21, 2017 (the “ Merger Agreement ”), by and among Novume, Global Technical Services Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Novume (“ GTS Merger Sub ”), Global Contract Professionals Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Novume (“ GCP Merger Sub ”), GTS, GCP, and the sole stockholder of GTS and GCP (the “ Stockholder ”), as previously disclosed in the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 22, 2017 (the “ Merger Agreement Form 8-K ”).

Upon the consummation of the Mergers, the Stockholder received (a) $750,000 in cash, subject to certain reductions in accordance with the Merger Agreement, (b) 300,000 shares of Novume common stock (the “ Novume Common Stock ”) and (c) 240,861 shares of Novume Series B Cumulative Convertible Preferred Stock (the “ Novume Series B Preferred Stock ”) (together, the “ Merger Consideration ”). The amount of shares of Novume Series B Preferred Stock issued to the Stockholder was tied to the five (5) day VWAP (volume-weighted average price as defined in the Certificate of Designations creating the Series B Preferred Stock) of Novume Common Stock prior to October 1, 2017 , which was approximately $1.9713 per share.

In addition to the Merger Consideration, Novume paid $365,036.55 to satisfy in full all of the outstanding debt of GTS and GCP at closing, except for certain intercompany debt and ordinary course debt, and amounts due under (a) the Secured Account Purchase Agreement dated August 22, 2012 by and between GTS and Wells Fargo Bank, National Association (the “ GTS Wells Fargo Credit Facility ”) and (b) the Secured Account Purchase Agreement dated August 22, 2012 by and between GCP and Wells Fargo Bank, National Association (the “ GCP Wells Fargo Credit Facility ” and together with the GTS Wells Fargo Credit Facility, the “ Wells Fargo Credit Facilities ”), which will remain in effect following the consummation of the Mergers. In connection with the Wells Fargo Credit Facilities, Novume has delivered to Wells Fargo Bank, National Association, general continuing guaranties dated September 29, 2017 and effective October 3, 2017 (the “ Wells Fargo Guaranty Agreements ”), guaranteeing the Guaranteed Obligations of GTS and GCP (as defined in the Wells Fargo Guaranty Agreements) under the Wells Fargo Credit Facilities, and has paid $175,000 in the aggregate to reduce the current borrowed amounts under the Wells Fargo Credit Facilities as of the closing date. Copies of the Wells Fargo Guaranty Agreements are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.

Furthermore, as additional consideration for the cancellation of the Promissory Note (the “ Promissory Note ”) issued by GTS for the benefit of G&W Ventures, Inc., Novume issued 75,000 shares of Novume Common Stock to G&W Ventures, Inc. upon the consummation of the Mergers.

The shares of Novume Common Stock and Novume Series B Preferred Stock issued in the Mergers were issued in reliance upon the exemptions from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder

The description of the Merger contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Merger Agreement Form 8-K and is incorporated herein by reference.

Registration Rights Agreement

In connection with the consummation of the Mergers, and pursuant to a Registration Rights Agreement (the “ Registration Rights Agreement ”), dated October 1, 2017 by and among the Company, the Stockholder and G&W Ventures, Inc., the Company has agreed to provide certain piggyback registration rights to the Stockholder and G&W Ventures, Inc. in respect of the Novume Common Stock issued to the Stockholder as Merger Consideration and issued to G&W Ventures, Inc. for the cancellation of the Promissory Note, and the Novume Common Stock underlying the Novume Series B Preferred Stock issued to the Stockholder as Merger Consideration (collectively, the “ Registrable Securities ”). Specifically, following the Company’s initial public offering, the Company has agreed to use commercially reasonable efforts to include the Registrable Securities in any registration statement that the Company proposes to register any of its securities for its own account or on behalf of any of its other stockholders (other than in connection with a registration relating solely to the sale of shares to the Company’s employees).

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified by reference in its entirety to the full text of the Registration Rights Agreement , a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

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

The information above in Item 2.01 regarding the Wells Fargo Credit Facilities and the Wells Fargo Guaranty Agreements are incorporated herein by reference in response to this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information above in Item 2.01 regarding the issuance of the Novume Common Stock and Novume Series B Preferred Stock is incorporated herein by reference in response to this Item 3.02.

The Certificate of Designations of the Novume Series B Preferred Stock (the “ Certificate of Designations” ) was approved by the Board of Directors of the Company on September 27, 2017, filed with the Delaware Secretary of State on September 29, 2017, and effective on October 1, 2017. The rights, preferences and privileges of the Novume Series B Preferred Stock are set forth in the Certificate of Designations, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K, and described more fully in the Merger Agreement Form 8-K under the heading “ Novume Series B Preferred Stock ” , both of which are incorporated herein by reference

Item 3.03 Material Modification to Rights of Security Holders

The information above in Items 2.01 and 3.02 regarding the Novume Common Stock and Novume Series B Preferred Stock and the Certificate of Designations of the Novume Series B Preferred Stock is incorporated herein by reference in response to this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information above in Items 2.01 and 3.02 regarding the Novume Series B Preferred Stock and the Certificate of Designations of the Novume Series B Preferred Stock is incorporated herein by reference in response to this Item 5.03.

Item 8.01 Other Events.

On October 4, 2017, Novume, GTS and GCP issued a joint press release announcing, among other things, the consummation of the Mergers. 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.

Additional Information

This announcement is neither an offer to sell, nor a solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities described herein have not been and will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act, and applicable state securities laws.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

4.1		Registration Rights Agreement, dated October 1, 2017, by and among Novume Solutions, Inc., G&W Ventures, and Paul Milligan
4.2		Certificate of Designations of Novume Series B Cumulative Convertible Preferred Stock
10.1		General Continuing Guaranty, dated September 29, 2017 and effective on October 3, 2017, by and between Wells Fargo Bank, National Association and Novume Solutions, Inc. for Global Technical Services, Inc.
10.2		General Continuing Guaranty, dated September 29, 2017 and effective on October 3, 2017, by and between Wells Fargo Bank, National Association and Novume Solutions, Inc. for Global Contract Professionals, Inc.
99.1		Press release dated October 4, 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.


NOVUME SOLUTIONS, INC.

By:		/ s/ Robert A. Berman
Name:		Robert A. Berman
Title:		Chief Executive Officer

Date: October 4, 2017

EXHIBIT INDEX

Exhibit No.		Description

4.1		Registration Rights Agreement, dated October 1, 2017, by and among Novume Solutions, Inc., G&W Ventures, and Paul Milligan.
4.2		Certificate of Designations of Novume Series B Cumulative Convertible Preferred Stock.
10.1		General Continuing Guaranty, dated September 29, 2017 and effective on October 3, 2017, by and between Wells Fargo Bank, National Association and Novume Solutions, Inc. for Global Technical Services, Inc.
10.2		General Continuing Guaranty, dated September 29, 2017 and effective on October 3, 2017, by and between Wells Fargo Bank, National Association and Novume Solutions, Inc. for Global Contract Professionals, Inc.
99.1		Press release dated October 4, 2017.

Exhibit 4.1

NOVUME SOLUTIONS, INC.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this " Agreement ") is made as of October 1, 2017 (the “ Agreement Date ”), by and among Novume Solutions, Inc., a company organized and existing under the General Corporation Law of the State of Delaware (the " Company "), and the individuals identified as "Holders" in Schedule 1 attached hereto (collectively, the " Shareholders ").

WHEREAS , the Company entered into that certain Agreement and Plan of Merger as of the Agreement Date (the “ Merger Agreement ”) by and among the Company, Global Technical Services Inc., a Delaware corporation and wholly owned subsidiary of the Company, Global Contract Professionals Inc., a Delaware corporation and wholly owned subsidiary of the Company, Global Technical Services Inc., a Texas corporation, Global Contract Professionals Inc., a Texas corporation, and Paul Milligan, in his personal capacity, and in his capacity as the representative of each Holder pursuant to which the Holders received their shares of capital stock of the Company; and

WHEREAS , the Shareholders and the Company desire to set forth certain matters regarding the ownership of the Registrable Securities by the Holders.

NOW, THEREFORE , in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

1. Registration . The following provisions govern the registration of the Company's securities:

1.1 Definitions . As used herein, the following terms have the following meanings:

1.1.1. " Holder " means any holder of outstanding Registrable Securities (as defined below) or shares convertible into Registrable Securities, who acquired such Registrable Securities or shares convertible into Registrable Securities in a transaction or series or transactions not involving any registered public offering.

1.1.2. " IPO " means the closing of the Company’s initial firmly underwritten public offering of its Ordinary Shares pursuant to an effective registration statement under the Securities Act, or equivalent law of another jurisdiction.

1.1.3. " Ordinary Registrable Securities " means all Ordinary Shares of the Company held by the Shareholders and all Ordinary Shares issued by the Company in respect of such shares; provided , however , that any Ordinary Shares which previously have been registered by or on behalf of the applicable Shareholder, shall not be deemed to be Registrable Securities.

1.1.4. “ Ordinary Shares ” means the Company’s common stock, par value $0.0001 per share.

1.1.5. " Preferred Registrable Securities " means all Ordinary Shares issuable upon conversion of Preferred Shares and all Ordinary Shares issued by the Company in respect of such shares; provided , however , that (any Ordinary Shares which previously have been registered by or on behalf of the applicable Shareholder, shall not be deemed to be Registrable Securities.

1.1.6. “ Preferred Shares ” means the Company’s Series B Preferred Stock, par value $0.0001 per share.

1.1.7. " Register ", " registered " and " registration " refer to a registration effected by filing a registration statement in compliance with the Securities Act and the declaration or ordering by the SEC of effectiveness of such registration statement, or the equivalent actions under the laws of another jurisdiction.

1.1.8. " Registrable Securities " means the Preferred Registrable Securities and the Ordinary Registrable Securities.

1.1.9. " SEC " means the Securities and Exchange Commission.

1.1.10. " Securities Act " means the Securities Act of 1933, as amended.

1.2 Incidental Registration . If at any time after the Company’s IPO the Company proposes to register any of its securities for its own account or on behalf of any of its other shareholders (other than in connection with a registration relating solely to the sale of shares to employees), it shall give notice to the Holders of such intention. Upon the written request of any Holder given within 20 days after receipt of any such notice, the Company shall use its commercially reasonable efforts, subject to the provisions of this Section 1.2 , to include in such registration all of the Registrable Securities indicated in such request, so as to permit the disposition of the shares so registered. If the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of securities that are entitled to be included in the registration shall be allocated in the following order of priority: first , the Company shall be entitled to register all of the securities the Company wishes to register for its own account, subject to the provisions of this Section 1.2 and Section 1.3 below; and second , if remaining, the Shareholders shall be entitled to register such number of Registrable Securities requested to be registered by them (pro rata to the respective number of Registrable Securities requested by each Shareholder to be included in the registration).

For the avoidance of doubt, to the extent that the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of securities that each Shareholder may include in a registration may be reduced on a pro rata basis in accordance with the total amount of securities requested to be included in such registration (including, without limitation, securities requested to be included in such registration by other persons pursuant to any other agreement or arrangement between such person and the Company). Notwithstanding anything herein to the contrary, the Company may enter into any such agreement or arrangement with any person that provides such person with the right to include in any registration such person’s registrable securities in accordance with the terms set forth therein; provided , however , that to the extent that the number of shares of securities in such registration that are available for such registration is below the aggregate number of securities required to be included in such registration pursuant to all arrangements binding upon the Company, then the number of shares of securities that each person (including the Shareholders) may include in such registration may be reduced on a pro rata basis in accordance with the total amount of securities requested to be included in such registration.

1.3 Expenses . All customary expenses, including the reasonable fees and expenses of one counsel for the Holders incurred in connection with any registration under Section 1.2 , shall be borne by the Company; provided , however , that each of the Holders participating in such registration shall pay its pro rata portion of discounts or commissions payable to any underwriter.

1.4 Indemnities . In the event of any registered offering of Registrable Securities pursuant to this Section 1 :

1.4.1. The Company will indemnify and hold harmless, to the fullest extent permitted by law, any Holder whose Registrable Securities are included in the registration and each person, if any, who controls the Holder, from and against any and all losses, damages, claims, liabilities, joint or several, and reasonable costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Company will reimburse the Holder and each such controlling person of the Holder, promptly upon written demand, for any reasonable legal or any other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; provided , however , that the Company will not be liable to any Holder or controlling person in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder or such controlling persons claiming for indemnification in writing specifically for inclusion therein; provided , further , that the indemnity agreement contained in this Section 1.4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the selling Holder or any controlling person of the selling Holder, and regardless of any sale in connection with such offering by the selling Holder. Such indemnity shall survive the transfer of securities by a selling Holder.

1.4.2. As a condition precedent to the Company's obligations under this Section 1 , each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder, the Registrable Securities held by it, and his or her intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and hold harmless the Company (and each of its directors and officers), any underwriter for the Company, any other person participating in the distribution and each person, if any, who controls the Company, such underwriter, or such other person from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling Holder's consent) to which the Company (and each of its directors and officers) or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Holder will reimburse the Company (and each of its directors and officers), any underwriter, any other person participating in the distribution and each such controlling person of the Company, any underwriter or other person, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity shall be individual and several (and not joint or joint and several) by each Holder. The foregoing indemnity is also subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company, (ii) any underwriter and any person, if any, controlling the Company or the underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided , further , that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided , further , that the indemnity agreement contained in this Section 1.4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.

1.4.3. Promptly after receipt by an indemnified party pursuant to the provisions of Sections 1.4.1 or 1.4.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Sections 1.4.1 or 1.4.2 , promptly notify the indemnifying party of the commencement thereof; however, the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party hereunder, unless such omission is materially prejudicial to the indemnifying party's ability to defend such action. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided , however , that if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably believes that there is a conflict of interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 1.4.1 or 1.4.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party's intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

1.4.4. If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be executed in connection with such registration. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.

1.4.5. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall prevail.

1.5 Delay of Registration . No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Sec tion 1 .

1.6 Assignment of Registration Rights . Any of the Holders may assign its rights to cause the Company to register Registrable Securities pursuant to this Section 1 to (i) any partner or retired partner of any Holder which is a partnership or (ii) any family member or trust for the benefit of any individual Holder, The transferor shall, within 20 days after such transfer, furnish the Company with written notice of the name and address of such transferee and the securities with respect to which such registration rights are being assigned, and the transferee's written consent to be bound by this Agreement. No other assignment of registration rights shall be permitted herein.

1.7 Lock-Up . In any registration of the Company's shares all Holders agree that any sales of Registrable Securities may be subject to a "lock-up" period restricting such sales for up to 180 days, and all Holders will agree to abide by such customary "lock-up" period of up to 180 days as is required by the underwriter in such registration, provided that such obligation shall only apply where the officers, directors of the Company and other shareholders who hold at least one 1% of the issued and outstanding capital are similarly bound. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder. Each Holder agrees that prior to an IPO it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.7 , provided that this Section 1.7 shall not apply to transfers pursuant to a registration statement. Notwithstanding the foregoing, the provision of this Section 1.7 shall not apply to G & W Ventures, Inc.

1.8 Public Information . For as long as the Company is obligated to file periodic reports with the SEC under the Securities Exchange Act of 1934, as amended, the Company shall (i) undertake to make publicly available and available to the Shareholders pursuant to Rule 144, such information as is reasonably necessary to enable the Shareholders to make sales of Registrable Securities pursuant to that Rule and (ii) comply with the current public information requirements of Rule 144 and shall furnish thereafter to any Shareholder, upon request, a written statement executed by the Company as to the steps it has taken to so comply.

1.9 Termination of Registration Rights . The registration rights contained in this Agreement will terminate with respect to securities held by the holders of Registrable Securities, upon the third anniversary of the Agreement Date.

2. Miscellaneous .

2.1 Further Assurances . Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.

2.2 Governing Law . The internal laws of the State of Delaware, irrespective of its conflicts of law principles, shall govern the validity of this Agreement, the construction of its terms, the interpretation and enforcement of the rights and duties of the parties hereto.

2.3 Successors and Assigns; Assignment . Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. Subject to Section 1.7 , none of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of each party to this Agreement.

2.4 Entire Agreement; Amendment and Waiver . This Agreement and the Schedule hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) (collectively, a " Change ") with the written consent of the Company and Holders holding at least a majority of the Registrable Securities. Any Change effected in accordance with this paragraph shall be binding upon all the parties hereto, including without limitation, each Holder, each future Holder of Registrable Securities, and the Company.

2.5 Notices, etc . All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be telecopied or mailed by registered, electronic or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such party's address as set forth below or at such other address as the party shall have furnished to each other party in writing in accordance with this provision:

if to the Shareholders :

to the Shareholders’ Agent

if to the Company :

Novume Solutions, Inc.

14420 Albemarle Point Place, Suite 200

Chantilly, VA 20151

Attention : Robert Berman

with a copy, not constituting formal notice, to :

Crowell & Moring LLP

1001 Pennsylvania Avenue, NW,

Washington, DC 20004

Attention: Morris F. DeFeo Jr., Esq.

Fax No.: (202) 628-5116

or such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section 2.5 shall be effective (i) if mailed, 7 business days after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent via email or facsimile, upon transmission and electronic confirmation of receipt or, if transmitted and received on a non-business day, on the first business day following transmission and electronic confirmation of receipt (provided, however, that any notice of change of address shall only be valid upon receipt).

2.6 Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative.

2.7 Severability . If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

2.8 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument. Signatures by facsimile or signatures which have been scanned and transmitted by electronic mail shall be deemed valid and binding for all purposes.

2.9 Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

2.10 Confidentiality . Neither Company nor any Holder shall make any public announcement of any kind regarding the terms of this Agreement and the transactions contemplated hereby. Following the date hereof, Company may issue such press releases, and make such other public disclosures, as it determines are required or deems appropriate.

2.11 Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

2.12 The Shareholders’ Agent . The Shareholders, by virtue of their approval of this Agreement, shall be deemed to have irrevocably constituted and appointed Paul Milligan as their agent (the “ Shareholders’ Agent ”) (together with his or her or its permitted successors) as their true and lawful agent and attorney-in-fact to give (as explicitly directed by each of the other Shareholders) and receive notices on their behalf, and the Shareholders’ Agent agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney and the powers, immunities and rights to indemnification granted to the Shareholders’ Agent hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Shareholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Shareholder of the whole or any fraction of his, her or its interest in the Agreement.

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IN WITNESS WHEREOF the parties have signed this Registration Rights Agreement as of the date first hereinabove set forth.

Company:

	NOVUME SOLUTIONS, INC.

	By:	/s/ Robert A. Berman
	Name:	Robert A. Berman
	Title:	Chief Executive Officer

IN WITNESS WHEREOF the parties have signed this Registration Rights Agreement as of the date first hereinabove set forth.

	G&W VENTURES, INC.

	By:	/s/ Jim Wolf
		Jim Wolf, President




		/s/ Paul Milligan
		Paul Milligan

Exhibit 4.2

CERTIFICATE OF DESIGNATIONS

SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK

NOVUME SOLUTIONS, INC.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Novume Solutions, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “ Corporation ”), hereby certifies that the following resolution (the “ Resolution ”) was adopted by the Board of Directors of the Corporation (hereinafter called the “ Board of Directors ”) on September 27, 2017 by unanimous written consent, in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “ DGCL ”), to become effective on October 1, 2017 at 1:02 AM EDT:

NOW, THEREFORE, BE IT RESOLVED , that pursuant to the authority expressly granted to and vested in the Board of Directors in accordance with the provisions of the Amended and Restated Certificate of Incorporation of the Corporation and the DGCL, the Board of Directors hereby creates a series of Preferred Stock, par value $0.0001 per share (the “ Preferred Stock ”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, powers and preferences, and qualifications, limitations and restrictions thereof as follows:

Section 1. Designation; Number of Shares . The shares of such series shall be classified and designated as Series B Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “ Series B Preferred Stock ”), and the number of shares constituting such series shall be two hundred and forty thousand eight hundred and sixty-one (240,861). That number may from time to time be increased or decreased (but not below the number of Shares then outstanding) by the Board of Directors in accordance with the Amended and Restated Certificate of Incorporation and applicable law. The Series B Preferred Stock may be issued in certificated form.

Section 2. Defined Terms . For purposes hereof, the following terms shall have the following meanings:

“ Amended and Restated Certificate of Incorporation ” means the Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on August 21, 2017.

“ Applicable Dividend Rate ” shall equal four and four hundred eighty-four thousandths percent (4.484%).

“ Board of Directors ” has the meaning set forth in the Preamble.

“ Business Day ” means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York, United States of America, are required to or may be closed.

“ Certificate of Designations ” means this Certificate of Designations creating the Series B Preferred Stock.

“ Common Stock ” means the common stock, par value $0.0001 per share, of the Corporation.

“ Conversion Price ” means $5.

“ Conversion Ratio ” means the number of fully paid and nonassessable shares of Common Stock into which each Share is convertible, after taking into account any such adjustments, determined by dividing (i) the sum of (x) the Series B Original Issue Price (as adjusted pursuant hereto for stock splits, stock dividends, reclassifications and the like) plus (y) the amount of any accrued but unpaid dividends per Share being converted, if any, whether or not declared, to and including the date immediately prior to such date of conversion, by (ii) the Conversion Price.

“ Corporation ” has the meaning set forth in the Preamble.

“ DGCL ” has the meaning set forth in the Preamble.

“ Dividend Payment Date ” has the meaning set forth in Section 4.1 .

“ Dividend Period ” has the meaning set forth in Section 4.1 .

“ Junior Securities ” means, collectively, the Common Stock and any other class of securities hereafter authorized that is specifically designated as ranking junior to the Series B Preferred Stock.

“ Liquidation Event ” has the meaning set forth in Section 5.1 .

“ Liquidation Preference ” means, with respect to any Share on any given date, the sum of (i) the Liquidation Value and (ii) the amount of any accrued but unpaid dividends thereof, if any, whether or not declared, to and including such date.

“ Liquidation Value ” means, with respect to any Share on any given date, the Series B Original Issue Price.

“ Parity Securities ” means any class of securities hereafter authorized that is specifically designated as ranking pari passu with the Series B Preferred Stock.

“ Person ” means an individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, trust or other entity or organization of any kind, including a governmental authority.

“ Preferred Stock ” has the meaning set forth in the Resolution set forth above.

“ Principal Market ” means the Nasdaq Capital Market.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.

“ Senior Securities ” means the Series A Preferred Stock of the Corporation and any class of securities hereafter authorized that is specifically designated as ranking senior to the Series B Preferred Stock.

“ Series B Liquidation Preference Amount ” has the meaning set forth in Section 5.1 .

“ Series B Original Issue Price ” means $10 per Share.

“ Share ” means a share of Series B Preferred Stock.

“ Subsidiary ” or “ subsidiary ” means, with respect to any Person: (a) any other Person of which such Person beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such other Person, (ii) the total combined equity interests of such other Person, or (iii) the capital or profit interests of such other Person; or (b) any other Person of which such Person has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body of such other Person.

“ Transfer Agent ” means Issuer Direct Corporation, or such other agent or agents of the Corporation as may be designated by the Board of Directors or its designee as the transfer agent for the Series B Preferred Shares.

“ VWAP ” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “AQR” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

Section 3. Rank . With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all Shares of the Series B Preferred Stock shall rank (i) pari passu with all Parity Securities, (ii) senior to all Junior Securities and (iii) junior to all Senior Securities.

Section 4. Dividends .

4.1 Accrual and Payment of Dividends . From and after the issuance date of any Share, cumulative dividends on such Share shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, in arrears at a per annum rate equal to the Applicable Dividend Rate on the Liquidation Preference. The dividends on the Series B Preferred Stock shall accrue from the issuance date thereof and shall be payable quarterly in arrears within five (5) Business Days following the last day of March, June, September and December of each calendar year (each such date, a “ Dividend Payment Date ”) to the holders of record of the Series B Preferred Stock on such Dividend Payment Date, except that if any such date is not a Business Day, then such dividend shall be payable on the next Business Day. All accrued dividends on any Share shall be paid, at the option of each holder of Series B Preferred Stock, either (x) in cash when, as and if declared by the Board of Directors out of funds legally available therefor or upon a liquidation of the Series B Preferred Stock in accordance with the provisions of Section 5 , or (y) in kind by issuance of additional shares of Series B Preferred Stock having an aggregate Liquidation Value at the time of such payment equal to the amount of the dividend to have been paid. All accrued and accumulated dividends on the Shares shall be prior and in preference to any dividend on any Junior Securities and shall be fully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on any Junior Securities, other than to declare or pay any dividend or distribution payable on Junior Securities in shares of Junior Securities.

Each dividend period (a “ Dividend Period ”) shall commence on and include a Dividend Payment Date and shall end on and include the calendar day preceding the next Dividend Payment Date, except that (x) the initial Dividend Period for Series B Preferred Stock issued on October 2, 2017 shall commence on and include October 2, 2017, (y) the initial Dividend Period for any Series B Preferred Stock issued after October 2, 2017 shall commence on and include such date as the Board of Directors shall determine and disclose at the time such additional shares are issued, or if no such determination is made, the date of issuance of such Series B Preferred Stock, and (z) the final Dividend Period with respect to redeemed Shares shall end on and include the calendar day preceding the date of redemption. Dividends payable on the Series B Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

If, on any Dividend Payment Date, the Corporation fails to pay dividends in respect of the Shares equal to all dividends on the Shares accrued but unpaid as of such date, the accrued but unpaid dividends on the Shares shall nonetheless accumulate and compound at the Applicable Dividend Rate on such Dividend Payment Date and shall remain accumulated, compounding dividends on such Applicable Dividend Rate, until paid pursuant hereto.

Section 5. Liquidation .

5.1 Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “ Liquidation Event ”), the holders of Shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, with respect to each Share of Series B Preferred Stock, an amount equal to the Liquidation Preference (the “ Series B Liquidation Preference Amount ”). The Series B Liquidation Preference Amount shall be paid to the holders of Series B Preferred Stock in cash and the holders of Series B Preferred Stock shall not be entitled to any further payments in the event of any Liquidation Event other than what is expressly provided for in this Section 5 .

5.2 Insufficient Assets . If upon any Liquidation Event the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the Shares of Series B Preferred Stock the full Series B Liquidation Preference Amount and the holders of any Parity Securities the full preferential amount to which they are entitled under the terms of the relevant instrument governing such Parity Securities, (a) the holders of the Shares and any Parity Securities shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective full preferential amounts which would otherwise be payable in respect thereof upon such Liquidation Event if all amounts payable on or with respect to such Shares and Parity Securities were paid in full, and (b) the Corporation shall not make or agree to make any payments to the holders of Junior Securities.

5.3 Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Series B Preferred Stock and all other amounts payable upon a Liquidation Event have been paid in full to all holders of any Parity Securities, the holders of Common Stock and any other Junior Securities shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

5.4 Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5 , the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a Liquidation Event, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other Person into or with the Corporation be deemed to be a Liquidation Event.

Section 6. Voting Rights .

6.1 Voting Generally . The holders of Series B Preferred Stock shall not have any voting rights except as expressly set forth below or as otherwise from time to time required by law. Notwithstanding the foregoing, only in the case of a vote to be taken for the election of members of the Board of Directors, each holder of shares of Series B Preferred Stock shall have such number of votes per share of Series B Preferred Stock held by such holder on an as converted basis in accordance with Section 7.1 .

6.2 Amendment of Series B Preferred Stock; Dividends; Material Acquisitions; Mergers and Consolidations . So long as any Shares are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of a majority of the Shares at the time outstanding and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating, either directly or indirectly by amendment, merger, consolidation or otherwise:

(i) Any amendment, alteration or repeal, as applicable, of any provision of the Certificate of Incorporation or Bylaws of the Corporation so as to adversely affect the rights, preferences, privileges or voting powers of the Series B Preferred Stock;

(ii) At any time until November 8, 2018, (x) any declaration or payment of cash dividends on any Common Stock or other Junior Securities, (y) any purchase, redemption or other acquisition for consideration of any Common Stock or other Junior Securities, whether directly or indirectly; or (z) if and only if the Corporation is delinquent in the payment of dividends on the Shares, any declaration or payment of cash dividends or purchase, redemption or other acquisition for consideration of any Parity Securities, whether directly or indirectly; provided , , however , that the consent of the holders of the Series B Preferred Stock shall not be required in connection with any repurchase of any Junior Securities held by any employee or consultant of the Corporation (x) upon any termination of such employee’s or consultant’s employment or consultancy pursuant to any agreement providing for such repurchase or (y) otherwise permitted pursuant to an agreement between the Corporation and an employee or consultant thereof; or

(iii) Any consummation of a binding share exchange or reclassification involving the Series B Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the Shares remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, in each case, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and (y) such Shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series B Preferred Stock immediately prior to such consummation, taken as a whole; provided , further , that no vote by the holders of Series B Preferred Stock under this clause (iii) shall be required to the extent a plan of merger, binding share exchange or similar event provides that the holders of Series B Preferred Stock would receive an amount of cash in such merger, share exchange or similar event equal to the Liquidation Preference as of the consummation of such merger, share exchange or similar event.

Section 7. Conversion . Each holder of Shares of Series B Preferred Stock shall have conversion rights as follows:

7.1 Right to Convert . Subject to Section 7.3 , each Share shall be convertible, at the option of the holder thereof, at the office of the Corporation or any transfer agent for such stock, in accordance with the then effective Conversion Ratio (as adjusted appropriately for stock splits, stock dividends and the similar events described in Section 7.4) .

7.2 Automatic Conversion . Each Share shall automatically be converted into shares of Common Stock in accordance with the then effective Conversion Ratio on the last day of any period of thirty (30) consecutive trading days, in which, during a period of twenty (20) trading days (whether consecutive or not), the VWAP per share of Common Stock equals or exceeds $7.50 (as adjusted appropriately for stock splits, stock dividends and the similar events described in Section 7.4) . Any such determination shall be made by the Corporation and shall be evidenced by an officer’s certificate setting forth the data supporting such determination, which certificate shall be conclusive evidence of such determination absent manifest error and filed with the Transfer Agent. If the Corporation exercises its right to cause the conversion of Series B Preferred Stock in whole or from time to time in part, it shall furnish notice thereof to the Transfer Agent and shall mail such notice to the holders of each outstanding Series B Preferred Stock being converted at such holder’s last address as shown on the stock records of the Corporation, together with a determination as to the number of Series B Preferred Stock to be converted.

7.3 Mechanics of Conversion . Before any holder of Series B Preferred Stock shall be entitled to convert such Series B Preferred Stock into shares of Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for such Series B Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to

be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid, and a certificate for the remaining number of Shares if less than all of such Series B Preferred Stock evidenced by the certificates were surrendered. Such conversion shall be deemed to have been made immediately prior to the close of business on (i) the date of such surrender of the Shares to be converted or (ii) if applicable, the date of automatic conversion specified in Section 7.2 above, and the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date.

7.4 Conversion Price Adjustments of Preferred Stock for Splits and Combinations . If the Corporation at any time after the date of issue of the Series B Preferred Stock (a) declares a dividend or makes a distribution on Common Stock payable in Common Stock, (b) subdivides or splits the outstanding Common Stock, (c) combines or reclassifies the outstanding Common Stock into a smaller number of shares, (d) issues any shares of its capital stock in a reclassification of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation), or (e) consolidates with, merges with or into or is converted into any other Person, the Conversion Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, split, combination or reclassification shall be adjusted so that the conversion of the Series B Preferred Stock after such time shall entitle the holder to receive the aggregate number of shares of Common Stock or other securities of the Corporation (or shares of any security into which such shares of Common Stock have been combined, consolidated, merged, converted or reclassified pursuant to Sections 7.4(d) or 7.4(e)) which, if this Series B Preferred Stock had been converted immediately prior to such time, such holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, distribution, subdivision, split, combination, consolidation, merger, conversion or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur.

7.5 Other Distributions . In the event the Corporation shall declare a distribution in respect of the Common Stock (other than a subdivision, combination or merger provided for in Section 7.4 ) payable in securities of other Persons, evidences of indebtedness issued by the Corporation or other Persons, assets (excluding cash dividends), then, in each such case for the purpose of this Section 7.5 , the holders of Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

7.6 Recapitalizations . If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger provided for in Section 7.4 ) provision shall be made so that the holders of Series B Preferred Stock shall thereafter be entitled to receive upon conversion of such Series B Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 7 with respect to the rights of the holders of such Series B Preferred Stock after the recapitalization to the end that the provisions of this Section 7 (including adjustment of the Conversion Ratio then in effect and the number of shares purchasable upon conversion of such Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

7.7 No Fractional Shares and Certificate as to Adjustments .

(a) No fractional shares shall be issued upon the conversion of any Share, and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. The number of shares issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. If the conversion would result in any fractional share, the Corporation shall, in lieu of issuing any such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.

(b) Upon the occurrence of each adjustment or readjustment of the Conversion Price of any series of Preferred Stock pursuant to this Section 7 , the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series B Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for the Series B Preferred Stock at the time in effect and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of Series B Preferred Stock.

7.8 Notices of Record Date . In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of Series B Preferred Stock, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

7.9 Reservation of Stock Issuable Upon Conversion . The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series B Preferred Stock, in addition to such other remedies as shall be available to the holder of Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Designations.

Section 8. Reissuance of Series B Preferred Stock . Any Shares redeemed or otherwise acquired by the Corporation or any Subsidiary shall become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 9. Notices . Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent (a) to the Corporation, at its principal executive offices and (b) to any stockholder, at such holder’s address at it appears in the stock records of the Corporation (or at such other address for a stockholder as shall be specified in a notice given in accordance with this Section 9 ).

Section 10. Waiver . The holders of at least a majority of the outstanding Shares, voting as one class, may also amend and waive compliance with any provision of this Certificate of Designations.

Section 11. No Preemptive Rights . No Share shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 12. No Sinking Fund . No sinking fund shall be created for the redemption or purchase of shares of the Series B Preferred Stock.

Section 13. Transfer Taxes . The Corporation shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any initial issuance or delivery of the Series B Preferred Stock or certificates representing such Shares, if any. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of Shares in a name other than that in which the Shares were registered, or in respect of any payment to any Person other than a payment to the initial registered holder thereof.

Section 14. Other Rights . The Shares shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as expressly set forth herein or in the Certificate of Incorporation or as required by applicable law.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , Novume Solutions, Inc. has caused its corporate seal to be hereunto affixed and this Certificate of Designations to be signed by its Chief Executive Officer, this 29 th day of September, 2017.


NOVUME SOLUTIONS, INC.

By:		/s/ Robert A. Berman
Name:		Robert A. Berman
Title:		Chief Executive Officer

Exhibit 10.1

GENERAL CONTINUING GUARANTY

This GENERAL CONTINUING GUARANTY (this “ Guaranty ”), dated as of October 4, 2017, is executed and delivered by NOVUME SOLUTIONS, INC. , a Delaware corporation (“ Guarantor ”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ WFB ”), in light of the following:

WHEREAS , Global Technical Services, Inc., a Texas Corporation (“ Client ”) and WFB have entered into that certain Account Purchase Agreement, dated as of August 22, 2012 (as amended, modified, supplemented, extended, renewed, restated or replaced, the “ Account Purchase Agreement ”);

WHEREAS , Guarantor is an equity owner of Client and, as such, will benefit by virtue of the financial accommodations extended to Client by WFB; and

WHEREAS , in order to induce WFB to enter into that certain Eighth Amendment, Waiver and Consent to Account Purchase Agreement, dated of even date herewith, and to purchase Acceptable Accounts and to extend other financial accommodations to Client pursuant to the Account Purchase Agreement, and in consideration thereof, and in consideration of the purchase of Acceptable Accounts heretofore or hereafter made by WFB from Client, or other financial accommodations heretofore or hereafter extended by WFB to Client, pursuant to the Account Purchase Agreement or the other agreements delivered in connection therewith (the “ Other Agreements ”), Guarantor has agreed to guaranty the Guarantied Obligations.

NOW, THEREFORE , in consideration of the foregoing, Guarantor hereby agrees as follows:

1. Definitions and Construction .

(a) Definitions . Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Account Purchase Agreement. The following terms, as used in this Guaranty, shall have the following meanings:

“ ACH Transactions ” means any cash management or related services (including the Automated Clearing House processing of electronic fund transfers through the direct Federal Reserve Fedline system) provided by a Bank Product Provider for the account of Client.

“ Bank Product ” means any financial accommodation extended to Client by a Bank Product Provider including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) transactions under Hedge Agreements.

“ Bank Product Agreements ” means those agreements entered into from time to time by any Client with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

“ Bank Product Provider ” means Wells Fargo Bank, National Association or any of its affiliates.

“ Client ” has the meaning set forth in the recitals to this Guaranty.

“ Account Purchase Agreement ” has the meaning set forth in the recitals to this Guaranty.

“ Guarantied Obligations ” means all now or hereafter existing or arising indebtedness, liabilities and obligations owing by Client to WFB and any Bank Product Provider under the Account Purchase Agreement, any of the Other Agreements or any Bank Product Agreement, whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding irrespective of whether a claim therefor is allowed in such case or proceeding), discount, charges, fees, expenses or otherwise, and also includes any and all expenses (including reasonable counsel fees and expenses) incurred by WFB in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, Guarantied Obligations shall include all amounts that constitute part of the Guarantied Obligations and would be owed by the Client to WFB and any Bank Product Provider under the Account Purchase Agreement, any of the Other Agreements or any Bank Product Agreement but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization or similar proceeding involving Client or any other guarantor.

“ Guarantor ” has the meaning set forth in the preamble to this Guaranty.

“ Guaranty ” has the meaning set forth in the preamble to this Guaranty.

“ Hedge Agreement ” means any and all agreements, or documents now existing or hereafter entered into by Client that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging such Client’s exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations or commodity prices.

“ Person ” means and includes an individual, a corporation, a partnership, a joint venture, a limited liability company or partnership, a trust, an unincorporated association, a Governmental Authority or any other organization or entity.

“ Record ” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

“ Voidable Transfer ” has the meaning set forth in Section 9 of this Guaranty.

(b) Construction . Unless the context of this Guaranty clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the part includes the whole, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and other similar terms in this Guaranty refer to this Guaranty as a whole and not to any particular provision of this Guaranty. Section, subsection, clause, schedule, and exhibit references herein are to this Guaranty unless otherwise specified. Any reference in this Guaranty to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Neither this Guaranty nor any uncertainty or ambiguity herein shall be construed or resolved against WFB or Client, whether under any rule of construction or otherwise. On the contrary, this Guaranty has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of Guarantor and WFB. Any reference herein to the satisfaction or payment in full of the Guarantied Obligations shall mean the payment in full in cash (or cash collateralization in accordance with the terms of the Account Purchase Agreement or any Other Agreement) of all Guarantied Obligations other than contingent indemnification Guarantied Obligations and other than any obligations owing by Client to any Bank Product Provider that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and are not required to be repaid or cash collateralized pursuant to the provisions of the Account Purchase Agreement or any Other Agreement and the full and final termination of any commitment to extend any financial accommodations under the Account Purchase Agreement and any Other Agreement. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record and any Record transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein. The captions and headings are for convenience of reference only and shall not affect the construction of this Guaranty.

2. Guarantied Obligations . Guarantor hereby irrevocably and unconditionally guaranties to WFB, for the benefit of itself and the Bank Product Providers, as and for its own debt, until the final and indefeasible payment in full thereof, in cash, has been made, (a) the due and punctual payment of the Guarantied Obligations, when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise; it being the intent of Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by Client of all of the agreements, conditions, covenants, and obligations of Client contained in the Account Purchase Agreement and in each of the Other Agreements.

3. Continuing Guaranty . This Guaranty includes Guarantied Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, discount rate, any charge or fee, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guaranty as to future Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by WFB, (b) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by WFB of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of WFB in existence on the date of such revocation, (d) no payment by Guarantor, Client, or from any other source, prior to the date of WFB’s receipt of written notice of such revocation shall reduce the maximum obligation of Guarantor hereunder, and (e) any payment by Client or from any source other than Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of Guarantor hereunder.

4. Performance Under this Guaranty . In the event that Client fails to make any payment of any Guarantied Obligations, on or prior to the due date thereof, or if Client shall fail to perform, keep, observe, or fulfill any other obligation referred to in clause (b) of Section 2 of this Guaranty in the manner provided in the Account Purchase Agreement or any of the Other Agreements, Guarantor immediately shall cause, as applicable, such payment in respect of the Guarantied Obligations to be made or such obligation to be performed, kept, observed, or fulfilled.

5. Primary Obligations . This Guaranty is a primary and original obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions. Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to WFB, for the benefit of itself and the Bank Product Providers, that the obligations of Guarantor hereunder are independent of the obligations of Client or any other guarantor, and that a separate action may be brought against Guarantor, whether such action is brought against Client or any other guarantor or whether Client or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement WFB or any Bank Product Provider of whatever remedies they may have against Client or any other guarantor, or the enforcement of any lien or realization upon any security by WFB or any Bank Product Provider. Guarantor hereby agrees that any release which may be given by WFB to Client or any other guarantor, or with respect to any property or asset subject to a Lien, shall not release Guarantor. Guarantor consents and agrees that neither WFB nor any Bank Product Provider shall be under any obligation to marshal any property or assets of Client or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

6. Waivers .

(a) To the fullest extent permitted by applicable law, Guarantor hereby waives: (i) notice of acceptance hereof; (ii) notice of the purchase of any Acceptable Accounts or other financial accommodations made or extended under the Account Purchase Agreement, or the creation or existence of any Guarantied Obligations; (iii) notice of the amount of the Guarantied Obligations, subject, however, to Guarantor’s right to make inquiry of WFB to ascertain the amount of the Guarantied Obligations at any reasonable time; (iv) notice of any adverse change in the financial condition of Client or of any other fact that might increase Guarantor’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Account Purchase Agreement and any of the Other Agreements; (vi) notice of any default or Event of Default under the Account Purchase Agreement and any of the Other Agreements; (vii) notice of intent to accelerate and notice of acceleration; (viii) notice of any of the events or circumstances enumerated in Section7; and (ix) all other notices (except if such notice is specifically required to be given to Guarantor under this Guaranty or any of the Other Agreements to which Guarantor is a party) and demands to which Guarantor might otherwise be entitled.

(b) To the fullest extent permitted by applicable law, Guarantor hereby waives the right by statute or otherwise to require WFB or any Bank Product Provider to institute suit against Client or any other guarantor or to exhaust any rights and remedies which WFB or any Bank Product Provider has or may have against Client or any other guarantor. In this regard, Guarantor agrees that it is bound to the payment of each and all Guarantied Obligations, whether now existing or hereafter arising, as fully as if the Guarantied Obligations were directly owing to WFB or the Bank Product Providers, as applicable, by Guarantor. Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guarantied Obligations shall have been fully and finally performed and indefeasibly paid in full in cash, to the extent of any such payment) of Client or by reason of the cessation from any cause whatsoever of the liability of Client in respect thereof.

(c) To the fullest extent permitted by applicable law, Guarantor hereby waives: (i) any right to assert against WFB or any Bank Product Provider, any defense (legal or equitable), set-off, counterclaim, or claim which Guarantor may now or at any time hereafter have against Client or any other party liable to WFB or any Bank Product Provider; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor; (iii) any right or defense arising by reason of any claim or defense based upon an election of remedies by WFB or any Bank Product Provider including any defense based upon an impairment or elimination of Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of Guarantor against Client or other guarantors or sureties; (iv) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guarantied Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to Guarantor’s liability hereunder.

(d) Until the Guarantied Obligations have been paid in full in cash, (i) Guarantor hereby postpones and agrees not to exercise any right of subrogation Guarantor has or may have as against Client with respect to the Guarantied Obligations; (ii) Guarantor hereby postpones and agrees not to exercise any right to proceed against Client or any other Person now or hereafter liable on account of the Obligations for contribution, indemnity, reimbursement, or any other similar rights (irrespective of whether direct or indirect, liquidated or contingent); and (iii) Guarantor hereby postpones and agrees not to exercise any right it may have to proceed or to seek recourse against or with respect to any property or asset of Client or any other Person now or hereafter liable on account of the Obligations. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor shall not exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and shall not proceed or seek recourse against or with respect to any property or asset of, Client or any other guarantor (including after payment in full of the Guarantied Obligations) if all or any portion of the Obligations have been satisfied in connection with an exercise of remedies in respect of the capital stock of Client or such other guarantor whether pursuant to the Account Purchase Agreement or otherwise.

(e) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY WFB OR ANY BANK PRODUCT PROVIDER, EVEN THOUGH SUCH ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE GUARANTIED OBLIGATIONS, HAS DESTROYED GUARANTOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST CLIENT BY THE OPERATION OF APPLICABLE LAW.

(f) Without limiting the generality of any other waiver or other provision set forth in this Guaranty, Guarantor hereby also agrees to the following waivers:

(i) WFB’s right to enforce this Guaranty is absolute and is not contingent upon the genuineness, validity or enforceability of the Guarantied Obligations, the Account Purchase Agreement or any of the Other Agreements. Guarantor agrees that WFB’s rights under this Guaranty shall be enforceable even if Client had no liability at the time of execution of the Other Agreements or the Guarantied Obligations are unenforceable in whole or in part, or Client ceases to be liable with respect to all or any portion of the Guarantied Obligations.

(ii) Guarantor agrees that WFB’s rights under the Account Purchase Agreement and the Other Agreements will remain enforceable even if the amount guaranteed hereunder is larger in amount and more burdensome than that for which Client is responsible. The enforceability of this Guaranty against Guarantor shall continue until all sums due under the Account Purchase Agreement and the Other Agreements have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for Client’s obligations under the Account Purchase Agreement or the Other Agreements, from whatever cause, the failure of any security interest in any such security or collateral or any disability or other defense of Client, any other guarantor of Client’s obligations under any of the Other Agreements, any pledgor of collateral for any Person’s obligations to WFB or any other Person in connection with the Account Purchase Agreement or the Other Agreements.

(iii) Guarantor waives the right to require WFB to (A) proceed against Client, any guarantor of Client’s obligations under the Account Purchase Agreement or any of the Other Agreements, any other pledgor of collateral for any Person’s obligations to WFB or any other Person in connection with the Guarantied Obligations, (B) proceed against or exhaust any other security or collateral WFB may hold, or (C) pursue any other right or remedy for Guarantor’s benefit, and agrees that WFB may exercise its right under this Guaranty without taking any action against Client, any other guarantor of Client’s obligations under the Account Purchase Agreement or the Other Agreements, any pledgor of collateral for any Person’s obligations to WFB or any other Person in connection with the Guarantied Obligations, and without proceeding against or exhausting any security or collateral WFB holds.

(iv) Guarantor waives, and agrees that its liability hereunder shall not be affected by, any neglect, delay, omission, failure, or refusal of WFB to (A) exercise or properly or diligently exercise any right or remedy with respect to any or all of the Guarantied Obligations or the collection thereof or any security interests or liens or other security for or guaranty of the Guarantied Obligations, or any portion thereof, (B) take or prosecute, or properly or diligently take or prosecute, any action for the collection of any or all of the Guarantied Obligations against Client, Guarantor or any other Person in respect of any or all of the Guarantied Obligations, (C) foreclose or prosecute, or properly or diligently foreclose or prosecute, any action in connection with any agreement, document or instrument or arrangement evidencing, securing, or otherwise affecting all or any part of the Guarantied Obligations, or (D) mitigate damages or take any other action to reduce, collect, or enforce the Guarantied Obligations.

7. Releases . Guarantor consents and agrees that, without notice to or by Guarantor and without affecting or impairing the obligations of Guarantor hereunder, WFB or any Bank Product Provider may, by action or inaction, compromise or settle, shorten or extend any period of duration or the time for the payment of the Obligations, or discharge the performance of the Obligations, or may refuse to enforce the Obligations, or otherwise elect not to enforce the Obligations, or may, by action or inaction, release all or any one or more parties to, any one or more of the terms and provisions of the Account Purchase Agreement or any of the Other Agreements or may grant other indulgences to Client or any other guarantor in respect thereof, or may amend or modify in any manner and at any time (or from time to time) any one or more of the Obligations, the Account Purchase Agreement or any of the Other Agreements (including any increase or decrease in the principal amount of any Obligations or the interest, fees or other amounts that may accrue from time to time in respect thereof), or may, by action or inaction, release or substitute the Client or any guarantor, if any, of the Guarantied Obligations, or may enforce, exchange, release, or waive, by action or inaction, any security for the Guarantied Obligations or any other guaranty of the Guarantied Obligations, or any portion thereof. Guarantor agrees that its obligations under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any one or more of the following events: (a) lack of organizational authority of Client; (b) any receivership, insolvency, bankruptcy, or other proceedings affecting Client or its property; (c) partial or total release or discharge of Client or any other Person from the performance of any obligation contained in any instrument or agreement evidencing, governing, or securing all or any part of the Guarantied Obligations, whether occurring pursuant to any applicable law or otherwise; (d) any change in the time, manner, or place of payment of, or in any other term of, or any increase or decrease in the amount of, all the Guarantied Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, the Account Purchase Agreement or any of the Other Agreements; (e) the taking or accepting of any collateral security for all or any part of the Guarantied Obligations, this Guaranty, or any other guaranty; (f) the taking or accepting of any other guaranty for all or any part of the Guarantied Obligations; (g) any failure to acquire, perfect, or continue any security interest or lien on Collateral securing all or any part of the Guarantied Obligations or on any property securing this Guaranty ; (h) any exchange, release, or subordination of any security interest or lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guarantied Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guarantied Obligations; (i) any failure to dispose of any collateral security at any time securing all or any part of the Guarantied Obligations or this Guaranty in a commercially reasonable manner or as otherwise may be required by any applicable law; (j) any merger, reorganization, consolidation, or dissolution of Client or any other Person at any time liable for any of the Obligations, any sale, lease, or transfer of any or all of the assets of Client or any other Person at any time liable for any of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of Client or any other Person at any time liable for any of the Obligations; (k) any change of control or any other change in the capitalization or equity interest ownership of Client or any other Person at any time liable for any of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in the Account Purchase Agreement or any of the Other Agreements; (m) avoidance or subordination of the Guarantied Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guarantied Obligations against Client because any interest contracted for, charged, or received in respect of the Guarantied Obligations exceeds the amount permitted by any applicable law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by WFB with respect to the Guarantied Obligations or any provision of the Account Purchase Agreement or any of the Other Agreements; (p) any delay in or lack of enforcement of any remedies under the Account Purchase Agreement or any of the Other Agreements ) ; (q) the act of creating all or any part of the Guarantied Obligations is ultra vires, or the officers or other representatives creating all or any part of the Guarantied Obligations acted in excess of their authority; (r) any election of remedies by WFB; (s) the Account Purchase Agreement or any of the Other Agreements were forged; (t) the election by WFB in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by Client as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) any use by Client (whether with the consent of WFB or otherwise) of cash collateral during the pendency of any bankruptcy proceeding; (w) the making of post-petition loans or any other provision for the extension of post-petition credit to Client as debtor-in-possession in any bankruptcy proceedings; (x) the disallowance in bankruptcy of all or any portion of the claims of WFB for payment of any of the Guarantied Obligations; or (y) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to Client or Guarantor (other than that the Guarantied Obligations shall have been indefeasibly paid and performed in full).

8. No Election . WFB and the Bank Product Providers shall have the right to seek recourse against Guarantor to the fullest extent provided for herein and no election by WFB or any Bank Product Provider to proceed in one form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of WFB’s or any Bank Product Provider’s right to proceed in any other form of action or proceeding or against other parties unless WFB, on behalf of itself or the Bank Product Providers, has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by WFB or the Bank Product Providers under any document or instrument evidencing the Guarantied Obligations shall serve to diminish the liability of Guarantor under this Guaranty except to the extent that WFB and the Bank Product Providers finally and unconditionally shall have realized indefeasible payment in full of the Guarantied Obligations by such action or proceeding.

9. Revival and Reinstatement . If the incurrence or payment of the Guarantied Obligations or the obligations of Guarantor under this Guaranty by Guarantor or the transfer by Guarantor to WFB of any property of Guarantor should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a “ Voidable Transfer ”), and if WFB is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that WFB is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys’ fees of WFB related thereto, the liability of Guarantor automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

10. Financial Condition of Client . Guarantor represents and warrants to WFB and the Bank Product Providers that Guarantor is currently informed of the financial condition of Client and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guarantied Obligations. Guarantor further represents and warrants to WFB and the Bank Product Providers that Guarantor has read and understands the terms and conditions of the Account Purchase Agreement and each of the Other Agreements. Guarantor hereby covenants that it will continue to keep itself informed of Client’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Guarantied Obligations.

11. Payments; Application . All payments to be made hereunder by Guarantor shall be made in U.S. Dollars, in immediately available funds, and without deduction (whether for taxes or otherwise) or offset and shall be applied to the Guarantied Obligations in accordance with the terms of the Account Purchase Agreement.

12. Attorneys Fees and Costs . Guarantor agrees to pay, on demand, all attorneys’ fees and all other costs and expenses which may be incurred by WFB in connection with the enforcement of this Guaranty or in any way arising out of, or consequential to, the protection, assertion, or enforcement of the Guarantied Obligations (or any security therefor), irrespective of whether suit is brought.

13. Notices . All notices and other communications hereunder to WFB shall be in writing and shall be mailed, sent, or delivered in accordance with provisions of the Account Purchase Agreement applicable to notices and other communications thereunder. All notices and other communications hereunder to Guarantor shall be in writing and shall be mailed, sent, or delivered in care of Client in accordance with the provisions of the Account Purchase Agreement applicable to notices and other communications thereunder.

14. Cumulative Rights . The rights, powers and remedies provided in this Guaranty and in the Account Purchase Agreement and the Other Agreements are cumulative, may be exercised concurrently, or separately, may be exercised from time to time and in such order as WFB shall determine, subject to the provisions of this Guaranty, and are in addition to, and not exclusive of, the rights, powers, and remedies provided by existing or future applicable laws. WFB’s failure or delay to exercise or enforce, in whole or in part, any right, power or remedy under this Guaranty, the Account Purchase Agreement or any Other Agreement, shall not constitute a waiver thereof, nor preclude any other or further exercise thereof.

15. Severability of Provisions . In the event any provision of this Guaranty (or any part of any provision) is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision (or remaining part of the affected provision) of this Guaranty, but this Guaranty shall be construed as if such invalid, illegal or unenforceable provision (or part thereof) had not been contained in this Guaranty, but only to the extent it is invalid, illegal or unenforceable.

16. Entire Agreement; Amendments . This Guaranty is intended by WFB and Guarantor to be a complete, exclusive and final expression of the agreements contained herein. Neither WFB nor Guarantor shall hereafter have any rights under any prior agreements pertaining to the matters addressed by this Guaranty but shall look solely to this Guaranty for definition and determination of all of their respective rights, liabilities and responsibilities under this Guaranty. Except as otherwise provided herein, this Guaranty may not be supplemented, changed, waived, discharged, terminated, modified or amended, except by written instrument executed by the parties. THIS GUARANTY AND THE OTHER AGREEMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

17. Successors and Assigns . This Guaranty binds and is for the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, except that Guarantor shall not have the right to assign its rights hereunder or any interest herein without WFB’s prior written consent.

18. No Third Party Beneficiary . This Guaranty is solely for the benefit of each of WFB, each Bank Product Provider, and each of their successors and assigns and may not be relied on by any other Person.

19. Governing Law . This Guaranty shall be governed by, and construed and interpreted in accordance with, the law of the State of Texas (the “ Applicable State ”), without giving effect to the principles of conflicts of laws.

20. ARBITRATION .

(a) A RBITRATION . THE PARTIES HERETO AGREE, UPON DEMAND BY ANY PARTY, WHETHER MADE BEFORE THE INSTITUTION OF A JUDICIAL PROCEEDING OR NOT MORE THAN 60 DAYS AFTER SERVICE OF A COMPLAINT, THIRD PARTY COMPLAINT, CROSS-CLAIM, COUNTERCLAIM OR ANY ANSWER THERETO OR ANY AMENDMENT TO ANY OF THE ABOVE TO SUBMIT TO BINDING ARBITRATION ALL CLAIMS, DISPUTES AND CONTROVERSIES BETWEEN OR AMONG THEM (AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS, AND OTHER AGENTS), WHETHER IN TORT, CONTRACT OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THIS GUARANTY AND ITS NEGOTIATION, EXECUTION, COLLATERALIZATION, ADMINISTRATION, REPAYMENT, MODIFICATION, EXTENSION, SUBSTITUTION, FORMATION, INDUCEMENT, ENFORCEMENT, DEFAULT OR TERMINATION; PROVIDED HOWEVER THAT THE PARTIES AGREE THAT, NOTWITHSTANDING THE FOREGOING, EACH PARTY RETAINS THE RIGHT TO PURSUE IN SMALL CLAIMS COURT ANY DISPUTE WITHIN THAT COURT’S JURISDICTION. IN THE EVENT OF A COURT ORDERED ARBITRATION, THE PARTY REQUESTING ARBITRATION SHALL BE RESPONSIBLE FOR TIMELY FILING THE DEMAND FOR ARBITRATION AND PAYING THE APPROPRIATE FILING FEE WITHIN THE 30 DAYS OF THE ABATEMENT ORDER OR THE TIME SPECIFIED BY THE COURT. FAILURE TO TIMELY FILE THE DEMAND FOR ARBITRATION AS ORDERED BY THE COURT WILL RESULT IN THAT PARTY’S RIGHT TO DEMAND ARBITRATION BEING AUTOMATICALLY TERMINATED.

(b) GOVERNING RULES . ANY ARBITRATION PROCEEDING WILL (I) PROCEED IN A LOCATION IN THE APPLICABLE STATE (AS DEFINED ABOVE) SELECTED BY THE AMERICAN ARBITRATION ASSOCIATION (“ AAA ”); (II) BE GOVERNED BY THE FEDERAL ARBITRATION ACT (TITLE 9 OF THE UNITED STATES CODE), NOTWITHSTANDING ANY CONFLICTING CHOICE OF LAW PROVISION IN ANY OF THE DOCUMENTS BETWEEN THE PARTIES; AND (III) BE CONDUCTED BY THE AAA, OR SUCH OTHER ADMINISTRATOR AS THE PARTIES SHALL MUTUALLY AGREE UPON, IN ACCORDANCE WITH THE AAA’S COMMERCIAL DISPUTE RESOLUTION PROCEDURES, UNLESS THE CLAIM OR COUNTERCLAIM IS AT LEAST $1,000,000.00 EXCLUSIVE OF CLAIMED INTEREST, ARBITRATION FEES AND COSTS IN WHICH CASE THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE AAA’S OPTIONAL PROCEDURES FOR LARGE, COMPLEX COMMERCIAL DISPUTES (THE COMMERCIAL DISPUTE RESOLUTION PROCEDURES OR THE OPTIONAL PROCEDURES FOR LARGE, COMPLEX COMMERCIAL DISPUTES TO BE REFERRED TO HEREIN, AS APPLICABLE, AS THE “ RULES ”). IF THERE IS ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE RULES, THE TERMS AND PROCEDURES SET FORTH HEREIN SHALL CONTROL. ANY PARTY WHO FAILS OR REFUSES TO SUBMIT TO ARBITRATION FOLLOWING A DEMAND BY ANY OTHER PARTY SHALL BEAR ALL COSTS AND EXPENSES INCURRED BY SUCH OTHER PARTY IN COMPELLING ARBITRATION OF ANY DISPUTE.

(c) NO WAIVER OF PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE . THE ARBITRATION REQUIREMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING TO (I) FORECLOSE AGAINST REAL OR PERSONAL PROPERTY COLLATERAL; (II) EXERCISE SELF-HELP REMEDIES RELATING TO COLLATERAL OR PROCEEDS OF COLLATERAL SUCH AS SETOFF OR REPOSSESSION; OR (III) OBTAIN PROVISIONAL OR ANCILLARY REMEDIES SUCH AS REPLEVIN, WRIT OF POSSESSION, INJUNCTIVE RELIEF, ATTACHMENT, GARNISHMENT OR THE APPOINTMENT OF A RECEIVER. THIS EXCLUSION DOES NOT CONSTITUTE A WAIVER OF THE RIGHT OR OBLIGATION OF ANY PARTY TO SUBMIT ANY DISPUTE TO ARBITRATION OR REFERENCE HEREUNDER, INCLUDING THOSE ARISING FROM THE EXERCISE OF THE ACTIONS DETAILED IN SECTIONS (I), (II) AND (III) OF THIS PARAGRAPH.

(d) ARBITRATOR QUALIFICATIONS AND POWERS . ANY ARBITRATION PROCEEDING IN WHICH THE AMOUNT IN CONTROVERSY IS $5,000,000.00 OR LESS WILL BE DECIDED BY A SINGLE ARBITRATOR SELECTED ACCORDING TO THE RULES, AND WHO SHALL NOT RENDER AN AWARD OF GREATER THAN $5,000,000.00. ANY DISPUTE IN WHICH THE AMOUNT IN CONTROVERSY EXCEEDS $5,000,000.00 SHALL BE DECIDED BY MAJORITY VOTE OF A PANEL OF THREE ARBITRATORS; PROVIDED HOWEVER, THAT ALL THREE ARBITRATORS MUST ACTIVELY PARTICIPATE IN ALL HEARINGS AND DELIBERATIONS, EXCEPT THAT A SINGLE ARBITRATOR MAY DECIDE PRE-HEARING DISCOVERY DISPUTES. THE ARBITRATOR(S) WILL BE A NEUTRAL ATTORNEY LICENSED IN THE APPLICABLE STATE (AS DEFINED ABOVE) OR A NEUTRAL RETIRED JUDGE OF THE STATE OR FEDERAL JUDICIARY OF THE APPLICABLE STATE (AS DEFINED ABOVE), IN EITHER CASE WITH A MINIMUM OF TEN YEARS EXPERIENCE IN THE SUBSTANTIVE LAW APPLICABLE TO THE SUBJECT MATTER OF THE DISPUTE TO BE ARBITRATED. THE ARBITRATOR(S) WILL DETERMINE WHETHER OR NOT AN ISSUE IS ARBITRATABLE AND WILL GIVE EFFECT TO THE STATUTES OF LIMITATION OR REPOSE IN DETERMINING ANY CLAIM. IN ANY ARBITRATION PROCEEDING THE ARBITRATOR(S) WILL DECIDE (BY DOCUMENTS ONLY OR WITH A HEARING AT THE ARBITRATOR'S DISCRETION) ANY PRE-HEARING MOTIONS WHICH ARE SIMILAR TO MOTIONS TO DISMISS FOR FAILURE TO STATE A CLAIM OR MOTIONS FOR SUMMARY ADJUDICATION. THE ARBITRATOR(S) SHALL RESOLVE ALL DISPUTES IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE APPLICABLE STATE (AS DEFINED ABOVE) AND MAY GRANT ANY REMEDY OR RELIEF THAT A COURT OF SUCH STATE COULD ORDER OR GRANT WITHIN THE SCOPE HEREOF AND SUCH ANCILLARY RELIEF AS IS NECESSARY TO MAKE EFFECTIVE ANY AWARD. THE ARBITRATOR(S) SHALL ALSO HAVE THE POWER TO AWARD RECOVERY OF ALL COSTS AND FEES, TO IMPOSE SANCTIONS AND TO TAKE SUCH OTHER ACTION AS THE ARBITRATOR(S) DEEMS NECESSARY TO THE SAME EXTENT A JUDGE COULD PURSUANT TO THE FEDERAL RULES OF CIVIL PROCEDURE, THE APPLICABLE STATE’S (AS DEFINED ABOVE) RULES OF CIVIL PROCEDURE OR OTHER APPLICABLE LAW. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE INSTITUTION AND MAINTENANCE OF AN ACTION FOR JUDICIAL RELIEF OR PURSUIT OF A PROVISIONAL OR ANCILLARY REMEDY SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE PLAINTIFF, TO SUBMIT THE CONTROVERSY OR CLAIM TO ARBITRATION IF ANY OTHER PARTY CONTESTS SUCH ACTION FOR JUDICIAL RELIEF.

(e) DISCOVERY . IN ANY ARBITRATION PROCEEDING, DISCOVERY WILL BE PERMITTED IN ACCORDANCE WITH THE RULES. ALL DISCOVERY SHALL BE EXPRESSLY LIMITED TO MATTERS DIRECTLY RELEVANT TO THE DISPUTE BEING ARBITRATED AND MUST BE COMPLETED NO LATER THAN 20 DAYS BEFORE THE HEARING DATE. ANY REQUESTS FOR AN EXTENSION OF THE DISCOVERY PERIODS, OR ANY DISCOVERY DISPUTES, WILL BE SUBJECT TO FINAL DETERMINATION BY THE ARBITRATOR(S) UPON A SHOWING THAT THE REQUEST FOR DISCOVERY IS ESSENTIAL FOR THE PARTY'S PRESENTATION AND THAT NO ALTERNATIVE MEANS FOR OBTAINING INFORMATION IS AVAILABLE.

(f) CLASS PROCEEDINGS AND CONSOLIDATIONS . NO PARTY HERETO SHALL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY ARBITRATION, EXCEPT PARTIES WHO HAVE EXECUTED THIS GUARANTY OR ANY OTHER CONTRACT, INSTRUMENT OR DOCUMENT RELATED TO THE OBLIGATIONS, OR TO INCLUDE IN ANY ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS, OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

(g) PAYMENT OF ARBITRATION COSTS AND FEES . THE ARBITRATOR(S) SHALL AWARD ALL COSTS AND EXPENSES OF THE ARBITRATION PROCEEDING.

(h) MISCELLANEOUS . TO THE MAXIMUM EXTENT PRACTICABLE, THE AAA, THE ARBITRATOR(S) AND THE PARTIES SHALL TAKE ALL ACTION REQUIRED TO CONCLUDE ANY ARBITRATION PROCEEDING WITHIN 180 DAYS OF THE FILING OF THE DISPUTE WITH THE AAA. NO ARBITRATOR(S) OR OTHER PARTY TO AN ARBITRATION PROCEEDING MAY DISCLOSE THE EXISTENCE, CONTENT OR RESULTS THEREOF, EXCEPT FOR DISCLOSURES OF INFORMATION BY A PARTY REQUIRED IN THE CONNECTION WITH FINANCIAL REPORTING IN THE ORDINARY COURSE OF ITS BUSINESS OR BY APPLICABLE LAW OR REGULATION. IF MORE THAN ONE AGREEMENT FOR ARBITRATION BY OR BETWEEN THE PARTIES POTENTIALLY APPLIES TO A DISPUTE, THE ARBITRATION PROVISION MOST DIRECTLY RELATED TO THE SUBJECT MATTER OF THE DISPUTE SHALL CONTROL. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION, AMENDMENT OR EXPIRATION OF THIS GUARANTY OR ANY RELATIONSHIP BETWEEN THE PARTIES.

(i) WAIVER OF JURY TRIAL . THE PARTIES HERETO HEREBY ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS GUARANTY OR ANY OTHER AGREEMENT OR DOCUMENT DELIVERED IN CONNECTION HEREWITH, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

21. Counterparts; Facsimile Execution . This Guaranty may be executed in any number of duplicate originals or counterparts, each of which shall be deemed to be an original and all taken together shall constitute but one and the same instrument. Guarantor agrees that a facsimile or electronic transmission of any signature of Guarantor shall be effective as an original signature thereof. WFB agrees that a facsimile or electronic transmission of this Guaranty executed by WFB shall be effective as an original signature thereof. Any party delivering an executed counterpart of this Guaranty by facsimile or electronic transmission also shall deliver an original executed counterpart of this Guaranty but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Guaranty.

22. Agreement to be Bound . Guarantor hereby agrees to be bound by each and all of the terms and provisions of the Account Purchase Agreement applicable to Guarantor. Without limiting the generality of the foregoing, by its execution and delivery of this Guaranty, Guarantor hereby: (a) makes to WFB each of the representations and warranties set forth in the Account Purchase Agreement applicable to Guarantor fully as though Guarantor were a party thereto, and such representations and warranties are incorporated herein by this reference, mutatis mutandis ; and (b) agrees and covenants (i) to do each of the things set forth in the Account Purchase Agreement that Client agrees and covenants to cause Guarantor to do, and (ii) to not do any of the things set forth in the Account Purchase Agreement that Client agrees and covenants to cause Guarantor not to do, in each case, fully as though Guarantor was a party thereto, and such agreements and covenants are incorporated herein by this reference, mutatis mutandis .

[Signature page to follow]

IN WITNESS WHEREOF , the undersigned has executed and delivered this Guaranty as of the date first written above.


NOVUME SOLUTIONS, INC. , a Delaware corporation


By:	/s/ Robert A. Berman
Name: Title:	Robert A. Berman Chief Executive Officer

STATE OF

)

) ss.:

COUNTY OF

)

On the _____ day of September in the year 2017, before me, the undersigned, personally appeared ______________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signatures on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

My Commission Expires:_____________________

My Notarial Registration No.: _________________

Exhibit 10.2

GENERAL CONTINUING GUARANTY

WHEREAS , Global Contract Professionals, Inc., a Texas Corporation (“ Client ”) and WFB have entered into that certain Account Purchase Agreement, dated as of August 22, 2012 (as amended, modified, supplemented, extended, renewed, restated or replaced, the “ Account Purchase Agreement ”);