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Wednesday, 12/07/2016 11:28:28 AM

Wednesday, December 07, 2016 11:28:28 AM

Post# of 4972746
BFDI STROKING NOW on MERGER NEWS!!! .12 on DECK NOW!!!

KeyStone Solutions, Inc. and Brekford Corp. (OTCQX: BFDI) Announce Terms for Proposed Merger

Merger Would Allow Combined Companies to Grow Existing Business Through Access to Additional Capital, Sales and Distribution Resources

CHANTILLY, VA / ACCESSWIRE / December 7, 2016 / KeyStone Solutions, Inc. ("KeyStone"), a company whose subsidiaries presently serve the government contracting sector, announced today that it has entered into a non-binding letter of intent ("LOI") to combine with Brekford Corp. (BFDI) ("Brekford"). KeyStone is focused on building end-to-end solutions for its clients through both acquisitive and organic means. Brekford is a public company that delivers public safety technology and turnkey automated traffic safety solutions to federal, state and municipal audiences. KeyStone management believes that through sales, partnering, expanding distribution and strategic direction, it can create value for the combined entity's shareholders. The LOI contains an exclusivity provision through March 31, 2017 during which time Brekford has agreed they will not solicit, negotiate, or accept any third-party proposals regarding the acquisition of Brekford, any merger or consolidation with or involving Brekford, or any other "Competing Transaction" (as defined in the LOI) of Brekford, except for the sale of Brekford's vehicle upfitting business. The proposed transaction is conditioned on the sale by Brekford of not more than 81% of its vehicle upfitting business to a company with the resources to grow that business unit to a national footprint, with the terms of such sale to be approved by KeyStone.

The LOI contemplates a consolidation in which KeyStone and Brekford would merge with two separate wholly owned merger subsidiaries of a newly formed publicly traded holding company, with KeyStone and Brekford surviving as wholly owned subsidiaries of that new holding company. If the mergers were consummated as planned, shares in KeyStone and Brekford would be exchanged for shares in the new holding company, resulting in KeyStone and Brekford becoming wholly owned subsidiaries of the holding company. The foregoing share exchanges would be accomplished pursuant to an effective Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission ("SEC"). The parties expect that the consolidation would result in KeyStone stockholders and Brekford stockholders holding approximately 80% and 20%, respectively, of the new holding company's shares on a fully diluted basis upon the closing of the combination. The LOI requires that the parties work exclusively together to complete definitive agreements by January 31, 2017, with a view toward closing on the combination by the end of the first quarter of 2017.

KeyStone previously announced its intended acquisition of Firestorm Solutions, LLC (http://keystonewins.com/wp-content/uploads/2016/11/U-1-2016.11.21-Final-Firestorm.pdf). KeyStone intends to leverage the Firestorm network of principals and locations to expand Brekford's product distribution to municipalities and government agencies. A combination of the three companies, should it occur, would allow Brekford to increase sales in its two core service areas, upfitting for public safety vehicles and automated traffic safety enforcement. KeyStone management believes that through the use of additional capital, strategic relationships, and broadened distribution, the combined entity will grow beyond Brekford's existing markets. The boards of KeyStone and Brekford believe the resulting entity will create greater opportunities for shareholder value.

"The combination of KeyStone, Brekford and Firestorm will allow the shareholders to enjoy the benefits of an entity that gains greater market share in the government contracting space. With the federal government spending an estimated $430-500 billion annually procuring products and services, we feel this market is stable, unlikely to shrink and has a strong need for innovative products and services such as those provided by our subsidiaries," said KeyStone Solutions CEO Robert A. Berman.

Upon closing of the consolidation, Robert A. Berman is expected to become CEO of the combined entity.

"Brekford is excited to complete this combination with Keystone and Firestorm, which we believe will provide increased value to our shareholders and customers on multiple fronts. We intend to offer our turnkey automated photo enforcement services much more broadly throughout the United States, utilizing a force multiplier effect with Firestorm's business development network. Additionally, we are confident that customers will continue to benefit from our foundation as a public safety solutions provider, as we seek to identify the appropriate buyer for our public safety vehicle services business," said Rod Hillman, Brekford Corp. President and COO.

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