BREKFORD CORPORATION (OTCBB:BFDI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
into a Contribution and Unit Purchase Agreement (the Agreement)
with LBB Associates Inc. (the Purchaser) and Global Public
Safety, LLC (GPS). to the Agreement, on the closing date for the
Agreement (the Closing) the Company will contribute substantially
all assets and certain liabilities related to its vehicle
services business (the Business) to GPS, a limited liability
company owned by Brekford. After the Closing, Brekford will
continue to own and run other business operations that are not
related to the Business.
units of GPS to the Purchaser for $6,000,000 $4,000,000 of which
will be paid in cash, and $2,000,000 of which will be paid by the
Purchaser issuing a promissory note to the Company that will be
secured by the Purchasers GPS units.
(the Deposit) to the terms of the agreement. The Deposit is
nonrefundable, if the Closing has not occurred by February 28,
2017 as a result of the Purchaser failing to complete its
conditions precedent to closing, which include obtaining
financing for the cash portion of the purchase price and consent
from its lender, provided that the Purchasers inability to
fulfill its closing obligations was not caused by the Company.
units of GPS. On the Closing, the Company will be enter into
certain ancillary agreements including a Transition Services
Agreement, to which Brekford will provide services to GPS to
promote the efficient transition of the acquired assets; a Pre
Novation Agreement, to which performance under certain contracts
being assigned to GPS will be made while these contracts are
being assigned to GPS; a Sublease, to which the Company will
lease office space from GPS; and an Amended and Restated Limited
Liability Company Agreement which will govern the running of GPS.
above, is not complete, and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is
attached as an exhibit to this Current Report on Form 8-K.Readers
should review the Agreement for a complete understanding of the
terms and conditions associated with this transaction.
the press release annexed hereto as Exhibit 99.1.
report:
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Exhibit No.
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Description of Exhibit
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10.1
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Contribution and Unit Purchase Agreement
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99.1
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Press release, dated February 6, 2017
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About BREKFORD CORPORATION (OTCBB:BFDI)
Brekford Corp. is a public safety technology service provider of integrated traffic safety solutions, parking enforcement citation management and mobile technology equipment for public safety vehicle services to state and local municipalities, the United States Military and various federal public safety agencies throughout the United States and Mexico. The Company operates through the Traffic Safety Solutions segment. The Company’s products and services include Automated Traffic Safety Enforcement (ATSE), Electronic Ticketing System, Rugged Information Technology Solutions and 360 Vehicle Solution. ATSE systems are a range of measures that reduce vehicle speeds and crashes. It develops integrated and interoperable mobile systems that enable first responders, such as police, fire and emergency medical service (EMS), to obtain and exchange information in real time. Its 360-degree vehicle solution provides vehicle upfitting, mobile data and video solutions. BREKFORD CORPORATION (OTCBB:BFDI) Recent Trading Information
BREKFORD CORPORATION (OTCBB:BFDI) closed its last trading session 00.000 at 0.105 with 180,656 shares trading hands.
