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
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:
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.”
