Steelcloud Inc Sample Contracts

Steelcloud Inc – 20110 Ashbrook Place, Suite 130; Ashburn VA 20147 703-674-5500; Fax 703-674-5506 E-mail: info@steelcloud.com PRESS RELEASE For Immediate Distribution For Investor Relations contact: Brian Hajost at 703-674-5600 or ir@steelcloud.com (November 5th, 2010)

Ashburn, Virginia -- November 5, 2010-- SteelCloud, Inc. (OTCQB: SCLD) a leading developer of mobility computing appliance and VMware solutions today announced that it intends to voluntarily deregister its common stock under the Securities and Exchange Act of 1934 (the “Exchange Act”) by filing a Form 15 with the Securities and Exchange Commission (the “SEC”) on or about November 29, 2010.

Steelcloud Inc – SETTLEMENT AGREEMENT (October 22nd, 2010)

THIS SETTLEMENT AGREEMENT ("Agreement") is entered into this 18th day of October, 2010 by and between CRP HOLDINGS PARK CENTER, LLC (“CRP”) and STEELCLOUD, INC. (“SteelCloud”).

Steelcloud Inc – FIRST AMENDED AND RESTATED EXCHANGE AGREEMENT (September 27th, 2010)

THIS FIRST AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”) is executed as of September 10, 2010, intending to be effective as of July 2, 2010 (the “Effective Date”) by and among CALEDONIA CAPITAL CORPORATION, a Delaware corporation (“Caledonia”) and STEELCLOUD, INC., a Virginia corporation (the “Company”).

Steelcloud Inc – ARTICLES OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF STEELCLOUD, INC. (September 27th, 2010)

The total number of shares that the Corporation shall have authority to issue is eighty-two million (82,000,000) shares, of which eighty million (80,000,000) shares shall be Common Stock, par value $0.001 per share (“Common Stock”), and two million (2,000,000) shares shall be Preferred Stock (“Preferred Stock”), par value $0.001 per share. To the extent permitted by the Virginia Stock Corporation Act, the Board of Directors, by an adoption of an amendment to the articles of incorporation, may fix in whole or part, the preferences, limitations and relative rights of (i) any class or shares before the issuance of any shares of that class or (ii) one or more series within a class before the issuance of any shares of that series.

Steelcloud Inc – Contract (September 27th, 2010)

THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES STATUTES OR REGULATIONS, AND MAY NOT BE TRANSFERRED OR SOLD UNLESS (i) A REGISTRATION STATEMENT UNDER SUCH ACT IS THEN IN EFFECT WITH RESPECT THERETO, (ii) A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED OR (iii) A “NO ACTION” LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER OR SALE.

Steelcloud Inc – LEASE TERMINATION AGREEMENT (July 9th, 2010)

This Lease Termination Agreement (the “Agreement”) is made this 30th day of June 2010 (the “Effective Date”) by and between OTR, an Ohio general partnership, acting as the duly authorized nominee of the Board of the State Teachers Retirement System of Ohio (“OTR”), and STEELCLOUD, INC., a Virginia corporation (“SteelCloud”). The signatories to this Agreement will hereafter be referred to jointly as the “Parties”.

Steelcloud Inc – 20110 Ashbrook Place, Suite 130; Ashburn VA 20147 703-674-5500; Fax 703-674-5506 E-mail: info@steelcloud.com For Investor Relations contact: Tim Clemensen at 212-843-9337 or tclemensen@rubensteinir.com PRESS RELEASE For Immediate Distribution (July 9th, 2010)

Ashburn, VA, July 9, 2010 -- SteelCloud, Inc. (OTC: SCLD), a leading developer of mobility computing appliance solutions announced today that it has received $2 million in new equity and debt investments from Clipper Investors LLC.

Steelcloud Inc – REGISTRATION RIGHTS AGREEMENT (July 9th, 2010)

This Registration Rights Agreement (this “Agreement”) is entered into as of July 2, 2010, by and among STEELCLOUD, INC., a Virginia corporation (the “Company”), CLIPPER INVESTORS LLC, an Illinois limited liability company (“Clipper”), and CALEDONIA CAPITAL CORPORATION, a Delaware corporation (“Caledonia” and, together with Clipper, the “Investors”).

Steelcloud Inc – Contract (July 9th, 2010)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES STATUTES OR REGULATIONS, AND MAY NOT BE TRANSFERRED OR SOLD UNLESS (i) A REGISTRATION STATEMENT UNDER SUCH ACT IS THEN IN EFFECT WITH RESPECT THERETO, (ii) A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAIN TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED OR (III) A ‘NO ACTION’ LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER OR SALE.

Steelcloud Inc – ARTICLES OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF STEELCLOUD, INC. (July 9th, 2010)

Pursuant to Article 3 of the Articles of Incorporation of the Corporation, seven hundred fifty thousand (750,000) of the two million (2,000,000) shares of Preferred Stock authorized therein, all of which are unissued, be and hereby are classified as a series of Preferred Stock designated as the Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The 750,000 shares of Series A Preferred Stock shall have a par value of $0.001 per share and the designations, preferences and relative, participating, optional or other special rights, qualifications, limitations and restrictions as hereinafter set forth:

Steelcloud Inc – EXCHANGE AGREEMENT (July 9th, 2010)

THIS EXCHANGE AGREEMENT (this "Agreement") is executed as of July 2, 2010 (the "Effective Date") by and among CALEDONIA CAPITAL CORPORATION, a Delaware corporation ("Caledonia") and STEELCLOUD, INC., a Virginia corporation (the "Company").

Steelcloud Inc – RECEIVABLE PURCHASE AGREEMENT (July 9th, 2010)

This RECEIVABLE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 1, 2010, by and between OTR, an Ohio general partnership, acting as the duly authorized nominee of the Board of the State Teachers Retirement System of Ohio (“OTR”) and Clipper Investors LLC, an Illinois limited liability company (“Buyer”). The signatories to this Agreement will hereafter be referred to jointly as the “Parties”.

Steelcloud Inc – Contract (July 9th, 2010)

THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES STATUTES OR REGULATIONS, AND MAY NOT BE TRANSFERRED OR SOLD UNLESS (i) A REGISTRATION STATEMENT UNDER SUCH ACT IS THEN IN EFFECT WITH RESPECT THERETO, (ii) A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED OR (iii) A “NO ACTION” LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER OR SALE.

Steelcloud Inc – Contract (July 9th, 2010)

THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES STATUTES OR REGULATIONS, AND MAY NOT BE TRANSFERRED OR SOLD UNLESS (i) A REGISTRATION STATEMENT UNDER SUCH ACT IS THEN IN EFFECT WITH RESPECT THERETO, (ii) A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED OR (iii) A “NO ACTION” LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER OR SALE.

Steelcloud Inc – NOTE PURCHASE AGREEMENT (July 9th, 2010)

This Note Purchase Agreement (this “Agreement”) is entered into as of July 2, 2010 (the “Effective Date”) by and between STEELCLOUD, INC., a Virginia corporation (the “Company”), and CLIPPER INVESTORS LLC, an Illinois limited liability company (the “Investor”). The Company and the Investor are referred to collectively herein as the “parties.”

Steelcloud Inc – PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT BY AND BETWEEN STEELCLOUD, INC. AND CLIPPER INVESTORS LLC JULY 2, 2010 (July 9th, 2010)

This Preferred Stock and Warrant Purchase Agreement (this “Agreement”), dated the 2nd day of July, 2010, by and between STEELCLOUD, INC., a Virginia corporation (the “Company”) and CLIPPER INVESTORS LLC, an Illinois limited liability company (the “Investor”).

Steelcloud Inc – STOCK PURCHASE AGREEMENT (April 1st, 2010)

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of March 31, 2010 (the “Execution Date”), by and among CALEDONIA CAPITAL CORPORATION, a Delaware corporation (the “Purchaser”), and STEELCLOUD, INC., a Virginia corporation (the “Company”)).

Steelcloud Inc – LOAN MODIFICATION AND EXTENSION AGREEMENT (April 1st, 2010)

THIS LOAN MODIFICATION AND EXTENSION AGREEMENT (“Agreement”) is made as of the 31st day of March, 2010, by and between STEELCLOUD, INC., a Virginia corporation (hereinafter referred to as the “Maker”, the “Company” or the "Borrower") and CALEDONIA CAPITAL CORPORATION, a Delaware corporation (hereinafter called the "Lender").

Steelcloud Inc – COMMON STOCK PURCHASE WARRANT To Purchase 2,000,000 Shares of Common Stock of SteelCloud, Inc. (April 1st, 2010)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Caledonia Capital Corporation, a Delaware corporation, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of this Warrant (the “Initial Exercise Date”) and on or prior to the fourth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SteelCloud, Inc., a corporation incorporated in the Commonwealth of Virginia (the “Company”), up to 2,000,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock (the “Exercise Price”) issuable upon the exercise of this Warrant shall be $0.15, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adju

Steelcloud Inc – PRESS RELEASE For Immediate Distribution (March 25th, 2010)

Ashburn VA, March 19, 2010 -- SteelCloud, Inc. (OTCBB: SCLD.OB), a leading developer of mobility computing appliance solutions, today announced financial results for its first quarter 2010 fiscal year which ends October 31, 2010.

Steelcloud Inc – Contract (February 5th, 2010)

THIS LEASE, made this 2nd day of February, 2010, by and between MERRITT-AB5, LLC, hereinafter called "Landlord," and STEELCLOUD, INC., hereinafter called "Tenant."

Steelcloud Inc – PRESS RELEASE For Immediate Distribution (February 3rd, 2010)

Herndon, VA, January 28, 2010 — SteelCloud, Inc. (OTCBB: SCLD), a leading developer of mobility computing appliance solutions, today announced financial results for its 2009 fiscal year which ended October 31, 2009.

Steelcloud Inc – PURCHASE AND SALE AGREEMENT (January 15th, 2010)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 11th day of January, 2010, by and between (i) Global Technology Partners, Inc., a Maryland corporation (“Purchaser”), and (ii) SteelCloud, Inc., a Virginia corporation (“Seller”).

Steelcloud Inc – PRESS RELEASE For Immediate Distribution (January 11th, 2010)

Herndon, VA—January 6, 2010 — SteelCloud, Inc. (Nasdaq: SCLD), a leading integrator of mobility computing appliance solutions, today announced that on January 5, 2010, the Company was notified by The Nasdaq Stock Market (Nasdaq) that the Nasdaq Hearings Panel has determined to delist the Company’s securities from Nasdaq and trading in the Company’s securities will be suspended effective as of the open of trading on Thursday, January 7, 2010. As previously reported by the Company on October 8, 2009, the Nasdaq Hearing Panel had given the Company until January 4, 2010, the full extent of the Panel’s authority, to evidence at least $2.5M of stockholders’ equity.

Steelcloud Inc – ALLONGE TO NOTE (January 5th, 2010)

THIS ALLONGE TO NOTE ("Allonge") is made and entered into as of the 29th day of December 2009, by SteelCloud, Inc., a Virginia corporation ("Borrower") and Caledonia Capital Corporation, a Delaware Corporation ("Lender").

Steelcloud Inc – WARRANT TO PURCHASE COMMON STOCK OF STEELCLOUD, INC. (December 30th, 2009)

This is to certify that, FOR VALUE RECEIVED, Westminster Securities, a Division of Hudson Securities Inc. (OTCBB: HDHL), or assigns thereof (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from SteelCloud, Inc., a Virginia corporation (“Company”), ________ fully paid, validly issued and non-assessable shares of Common Stock of the Company (“Common Stock ”) at a price equal to $_____________ per share (125% of the final offering price of the shares of common stock offered pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-158703 ) (the “Offering ”) ) (“Exercise Price ”) at any time or from time to time from _________ until _________ (five years from the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-158703) ) (the “ Exercise Period ”), subject to adjustment as set forth herein. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be p

Steelcloud Inc – ALLONGE TO NOTE (December 30th, 2009)

THIS ALLONGE TO NOTE ("Allonge") is made and entered into as of the 29th day of December 2009, by SteelCloud, Inc., a Virginia corporation ("Borrower") and Caledonia Capital Corporation, a Delaware Corporation ("Lender").

Steelcloud Inc – Contract (December 30th, 2009)

THIS AGREEMENT (the “Agreement”), dated as of December 29, 2009, is entered into by and among SteelCloud, Inc. (the “Company”) and Westminster Securities, a division of Hudson Securities Inc. (the “Placement Agent”). Defined terms not otherwise defined herein shall have the meanings set forth in the Engagement Agreement (as defined below).

Steelcloud Inc – COMMON STOCK PURCHASE WARRANT To Purchase 225,000 Shares of Common Stock of SteelCloud, Inc. (November 24th, 2009)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Caledonia Capital Corporation, a Delaware corporation, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of this Warrant (the “Initial Exercise Date”) and on or prior to the fourth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SteelCloud, Inc., a corporation incorporated in the Commonwealth of Virginia (the “Company”), up to 225,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock (the “Exercise Price”) issuable upon the exercise of this Warrant shall be $0.25 per share, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject

Steelcloud Inc – COMMON STOCK PURCHASE WARRANT To Purchase 150,000 Shares of Common Stock of SteelCloud, Inc. (November 9th, 2009)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Caledonia Capital Corporation, a Delaware corporation, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of this Warrant (the “Initial Exercise Date”) and on or prior to the fourth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SteelCloud, Inc., a corporation incorporated in the Commonwealth of Virginia (the “Company”), up to 150,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock (the “Exercise Price”) issuable upon the exercise of this Warrant shall be $0.25 per share, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject

Steelcloud Inc – STEELCLOUD, INC. REVOLVING LINE OF CREDIT PROMISSORY NOTE (November 9th, 2009)

FOR VALUE RECEIVED, the undersigned SteelCloud, Inc., a Virginia corporation ("Borrower"), promises to pay to Caledonia Capital Corporation, a Delaware corporation ("Lender" and, together with Borrower hereinafter collectively referred to as "Parties"), the principal sum of ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00), or so much thereof as may from time to time be advanced, together with interest accrued on the unpaid principal balance hereof as set forth below.

Steelcloud Inc – LINE OF CREDIT AND SECURITY AGREEMENT (November 9th, 2009)

This Line of Credit and Security Agreement (the "Agreement") is effective as of the 3rd day of November 2009 by and between Caledonia Capital Corporation, a Delaware corporation (the “Lender”), and SteelCloud, Inc., a Virginia corporation (the "Borrower"), who mutually agree as follows:

Steelcloud Inc – Contract (November 3rd, 2009)

THIS AGREEMENT (the “Agreement”), dated as of October 28, 2009, is entered into by and among SteelCloud, Inc. (the “Company”) and Westminster Securities, a division of Hudson Securities Inc. (the “Placement Agent”). Defined terms not otherwise defined herein shall have the meanings set forth in the Engagement Agreement (as defined below).

Steelcloud Inc – Contract (October 29th, 2009)

THIS AGREEMENT (the “Agreement”), dated as of October ___, 2009, is entered into by and among SteelCloud, Inc. (the “Company”) and Westminster Securities, a division of Hudson Securities Inc. (the “Placement Agent”). Defined terms not otherwise defined herein shall have the meanings set forth in the Engagement Agreement (as defined below).

Steelcloud Inc – WARRANT TO PURCHASE COMMON STOCK OF STEELCLOUD, INC. (October 29th, 2009)

This is to certify that, FOR VALUE RECEIVED, Westminster Securities, a Division of Hudson Securities Inc. (OTCBB: HDHL), or assigns thereof (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from SteelCloud, Inc., a Virginia corporation (“Company”), ________ fully paid, validly issued and non-assessable shares of Common Stock of the Company (“Common Stock ”) at a price equal to $_____________ per share (125% of the final offering price of the shares of common stock offered pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-158703) (the “Offering ”) ) (“Exercise Price ”) at any time or from time to time from _________ until _________ (five years from the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-158703)) (the “ Exercise Period ”), subject to adjustment as set forth herein. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be pai