SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG KEYSTONE SOLUTIONS, INC., a Delaware corporation, NOVUME SOLUTIONS, Inc., a Delaware corporation, KEYSTONE MERGER SUB, LLC, a Delaware limited liability company, BREKFORD MERGER...Agreement and Plan of Merger • July 14th, 2017 • KeyStone Solutions, Inc. • Services-management consulting services • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2017 (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, LLC , a Delaware limited liability company and a wholly-owned subsidiary of Novume previously existing as KeyStone Merger Sub, Inc. (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, Inc. (formerly known as Brekford Corp.), a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2017 • KeyStone Solutions, Inc. • Services-management consulting services • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 25th day of January, 2017, by and between KeyStone Solutions, Inc., a Delaware corporation (the “Company”), and Suzanne Loughlin (the “Executive”).
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR...Stockholders Agreement • January 26th, 2017 • KeyStone Solutions, Inc. • Services-management consulting services • Delaware
THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF MARCH 16, 2016, BY AND AMONG COMPANY, CERTAIN STOCKHOLDERS OF THE COMPANY NAMED THEREIN, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND THIS WARRANT. A COPY OF THE STOCKHOLDERS AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE REGISTERED HOLDER HEREOF UPON REQUEST.
KEYSTONE SOLUTIONS, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Delaware
THIS AGREEMENT, is made as of this day of , 20 (the “Date of Grant”) between KeyStone Solutions, Inc., a Delaware corporation (the “Company”), and (the “Employee”). Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed to them in the KeyStone Solutions, Inc. 2016 Equity Award Plan (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions:
ISSUER CUSTODY AND SERVICES AGREEMENTIssuer Custody and Services Agreement • October 21st, 2016 • KeyStone Solutions, Inc. • Services-management consulting services • Virginia
This Issuer Custody and Services Agreement (this “Agreement”) is effective this day of , 2016 (the “Effective Date”) by and among KeyStone Solutions, Inc., a Delaware Corporation (“Issuer”), and Folio Investments, Inc. (“Folio”), a Virginia corporation. Issuer and Folio are hereby referred to collectively as the “Parties” or individually as a “Party”.
OFFERING OF SERIES A PREFERRED STOCK Minimum: $3,000,000 Maximum: $30,000,000 SALES AGENCY AGREEMENTSales Agency Agreement • October 21st, 2016 • KeyStone Solutions, Inc. • Services-management consulting services • Virginia
This Agreement is made and entered into by the Company and you, Moloney Securities Co., Inc. (“Moloney”), and the foregoing parties agree to the following set forth in this Agreement. The Company acknowledges and agrees that Moloney has selected The Benchmark Company, LLC (“Benchmark”) to be the co-managing broker-dealer for the Offering in conjunction with Moloney (Moloney and Benchmark shall together be defined in this Agreement as the “Sales Agent”). Moloney and Benchmark have entered
KEYSTONE SOLUTIONS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Delaware
THIS AGREEMENT is made and entered into as of this day of , 20 (the “Date of Grant”) by and between KeyStone Solutions, Inc., a Delaware corporation (the “Company”), and (the “Recipient”), pursuant to the KeyStone Solutions, Inc. 2016 Equity Award Plan (the “Plan”). Terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan. This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions:
EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2017 • KeyStone Solutions, Inc. • Services-management consulting services • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 25th day of January, 2017, by and among Firestorm Solutions LLC, a Delaware limited liability company ( “FS”), Firestorm Franchising LLC, a Georgia limited liability company (“FF” and, together with FS, the “Companies”) and James W. Satterfield (the “Executive”).
KEYSTONE SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Delaware
THIS AGREEMENT is made and entered into as of this day of , 20 (the “Date of Grant”) by and between Keystone Solutions, Inc., a Delaware corporation (the “Company”), and (the “Employee”), pursuant to the Keystone Solutions, Inc. 2016 Equity Award Plan (the “Plan”). Terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan. This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions:
KEYSTONE SOLUTIONS, INC. SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENTPurchase Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Delaware
KEYSTONE SOLUTIONS, INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of March 16, 2016, is made by and among KEYSTONE SOLUTIONS, INC., a Delaware corporation (the “Company”), and the Stockholders party hereto.
FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Maryland
This FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT (ASSET BASED) (“Amendment”) is dated as of May 9, 2016, by and between AOC KEY SOLUTIONS, INC., a Delaware corporation (“Borrower”) and SANDY SPRING BANK (“Lender”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 12th, 2016 • KeyStone Solutions, Inc. • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 15, 2016 by and among Keystone Solutions, Inc., a Delaware corporation (“Holdings”), AOC Key Solutions, Inc., a Delaware corporation (“AOC”) and KCS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“MergerSub”).
KEYSTONE SOLUTIONS, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Delaware
THIS AGREEMENT, is made as of this day of , 20 (the “Date of Grant”) between KeyStone Solutions, Inc., a Delaware corporation (the “Company”), and (the “Employee”). Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed to them in the KeyStone Solutions, Inc. 2016 Equity Award Plan (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions:
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 10th, 2017 • KeyStone Solutions, Inc. • Services-management consulting services
This First Amendment, dated as of May 9, 2017 (the “Amendment”), to the Agreement and Plan of Merger dated February 13, 2017 by and among the “Parties” (as defined below) (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Corp., a Delaware corporation (“Brekford” and, together with the Company, Novume, Company Merger Sub and Brekford Merger Sub, each a “Party” and collectively the “Parties”). Except as otherwise set forth herein, all capitalized terms used herein and not specifically defined shall have the same meanings as ascribed to them in the Agreement. The Parties hereby agree as
Attention: Mr. Rod Hillman President & COOKeyStone Solutions, Inc. • December 7th, 2016 • Services-management consulting services
Based upon our discussions to date, we are excited about the prospect of a potential combination between KeyStone Solutions, Inc. (“KeyStone”), and Brekford Corp. (“Brekford”). This letter sets forth the terms upon which KeyStone and Brekford are willing to enter into discussions regarding the potential combination between KeyStone and Brekford (the “Transaction”).
FORM PARTICIPATING DEALER OR SELLING AGREEMENT BETWEEN MOLONEY SECURITIES CO., INC. ANDSelling Agreement • October 21st, 2016 • KeyStone Solutions, Inc. • Services-management consulting services • Virginia
Moloney Securities Co., Inc., a Missouri corporation, as the sales agent (the “Sales Agent”) for KeyStone Solutions, Inc., a Delaware corporation (the “Company”), invites you, the undersigned broker/dealer (the “Dealer”) to participate in a distribution pursuant to Tier 2 of Regulation A of the Securities Act of 1933, as amended (“Regulation A+”), on a “best efforts basis,” (the “Offering”) for a minimum of 300,000 (the “Minimum Offering Amount”) and a maximum of 3,000,000 units (the “Maximum Offering Amount”) comprising shares of Series A Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share, of the Company (the “Units”), and warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Warrants”), pursuant to this Participating Dealer or Selling Agreement (the “Selling Agreement”) subject to the following terms:
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Virginia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on this 16th day of March, 2016, by and between KeyStone Solutions, Inc., a Delaware corporation (the “Company”) and Robert A. Berman, an individual residing in the Commonwealth of Pennsylvania (the “Executive”) and shall become effective on the Effective Date, as specified below.
LOAN AND SECURITY AGREEMENT KEYSTONE SOLUTIONS, INC. AOC KEY SOLUTIONS, INC. and SANDY SPRING BANK Dated as of August 11, 2016Loan and Security Agreement • September 2nd, 2016 • KeyStone Solutions, Inc. • Services-management consulting services • Virginia
This Loan and Security Agreement (“Agreement”) is dated this 11th day of August, 2016, by and among KEYSTONE SOLUTIONS, INC., a Delaware corporation (“Parent”), AOC KEY SOLUTIONS, INC., a Delaware corporation (“AOC”; together with Parent, individually and collectively, “Borrower”), and SANDY SPRING BANK (“Lender”).
OPTION AGREEMENTOption Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Delaware
This Option Agreement (this “Agreement”) is made and entered as of this 16th day of March, 2016, by and among James McCarthy and Richard Nathan (each, a “Grantor” and together, the “Grantors”) and Avon Road Partners, L.P. (the “Option Holder”). Reference is made to that certain Stockholders’ Agreement among KeyStone Solutions, Inc. (hereinafter “KSS”) and the Stockholders party thereto dated March 16, 2016 (the “Stockholders’ Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Stockholders’ Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among FIRESTORM HOLDINGS, LLC, A Delaware limited liability company, KEYSTONE SOLUTIONS, INC., A Delaware corporation, FIRESTORM SOLUTIONS LLC, A Delaware limited liability company, FIRESTORM FRANCHISING...Membership Interest Purchase Agreement • January 26th, 2017 • KeyStone Solutions, Inc. • Services-management consulting services • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of January25, 2017, is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (“KeyStone”), Firestorm Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of KeyStone (“Buyer”); Firestorm Solutions LLC, a Delaware limited liability company ( “Firestorm Solutions”); Firestorm Franchising LLC, a Georgia limited liability company (“Firestorm Franchising” and, together with Firestorm Solutions, the “Companies”); each of Suzy Loughlin (“SL”), Harry Rhulen (“HR”), Jim Satterfield (“JS”), and Lancer Financial Group, Inc., an Illinois corporation (“Lancer Financial”); SL, HR, JS and Lancer Financial are referred to herein, collectively, as the “FS Members.” JS and Firestorm Solutions (solely with respect to its ownership of membership interests in Firestorm Franchising) are referred to herein, together, as the “FF Members.” The FS Members and the FF Members are referred to he
August 11, 2017 KeyStone Solutions, Inc. 14420 Albemarle Point Place, Suite 200 Chantilly, Virginia 20151 Attn: CFO RE: Waiver of Specified Events of Default under $1,000,000.00 Revolving Line of Credit Dear Riaz:KeyStone Solutions, Inc. • August 14th, 2017 • Services-management consulting services
Reference is made to that certain Loan and Security Agreement dated August 11, 2016 (as amended, the “Loan Agreement”), by and among Keystone Solutions, Inc., a Delaware corporation (“Parent”), AOC Key Solutions, Inc., a Delaware corporation (“AOC”; together with Parent, individually and collectively, “Borrower”), and Sandy Spring Bank (“Lender”), in connection with a revolving line of credit in the current maximum principal amount of One Million Dollars ($1,000,000.00) from Lender to Borrower (the “Loan”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement.
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Maryland
FORM] KEYSTONE SOLUTIONS, INC. LOCK-UP AGREEMENT James K. McCarthyLock-Up Agreement • October 21st, 2016 • KeyStone Solutions, Inc. • Services-management consulting services • Virginia
This Lock-Up Agreement (“Agreement”) is made effective as of , 2016 (the “Effective Date”) by and between [James K. McCarthy] (the “Stockholder”) and KeyStone Solutions, Inc., a Delaware corporation (the “Company”). The Stockholder and the Company shall be referred to herein collectively as the “Parties” and individually as “Party.”
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2017 • KeyStone Solutions, Inc. • Services-management consulting services
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of July 19, 2017, by and among KEYSTONE SOLUTIONS, INC., a Delaware corporation (“Parent”), AOC KEY SOLUTIONS, INC., a Delaware corporation (“AOC”; together with Parent, individually and collectively, “Borrower”), and SANDY SPRING BANK (“Lender”).
