AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Virginia
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 22 day of April, 2016, by and between KeyStone Solutions, Inc., a Delaware corporation (the “Company”), and Richard A. Nathan (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...Warrant Agreement • May 12th, 2016 • KeyStone Solutions, Inc. • Delaware
THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF 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. 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:
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:
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:
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 AGREEMENTSubordinated Note and Warrant Purchase 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 (Asset Based) • 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 MERGERMerger Agreement • 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”).
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.
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.
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement (Asset Based) • May 12th, 2016 • KeyStone Solutions, Inc. • Maryland
