BY AND AMONGMerger Agreement • August 11th, 2004 • Steelcloud Inc • Electronic computers • Delaware
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • October 28th, 2003 • Steelcloud Inc • Electronic computers • New York
Exhibit 10.2Registration Rights Agreement • October 28th, 2003 • Steelcloud Inc • Electronic computers
Exhibit 10.30 SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") has been entered into by and between SteelCloud, Inc. (the "Company") and Briarcliff Investors LLC or its assigns ("Briarcliff" or "Warrant Holder"). Each of the foregoing...Settlement Agreement • November 21st, 2003 • Steelcloud Inc • Electronic computers • New York
RECITALSConsulting Agreement • April 6th, 1998 • Dunn Computer Corp /Va/ • Electronic computers • Delaware
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of March 13, 2000 (this "Agreement"), is entered into by and between Dunn Computer Corporation, a Virginia corporation (the "Company"), and Briarcliff Investors LLC, a Delaware...Securities Purchase Agreement • June 30th, 2000 • Dunn Computer Corp /Va/ • Electronic computers • New York
Exhibit 10.1 SECOND MODIFICATION AGREEMENT This Second Modification Agreement (this "Agreement") is made as of March 31, 2003, by and between Steel Cloud, Inc., a Virginia Corporation, Dunn Computer Corporation, a Delaware corporation, International...Modification Agreement • October 29th, 2003 • Steelcloud Inc • Electronic computers • Virginia
Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • October 28th, 2003 • Steelcloud Inc • Electronic computers
Exhibit 10.32 STEELCLOUD INC.Employment Agreement • January 26th, 2005 • Steelcloud Inc • Electronic computers • Virginia
RECITALSLoan and Security Agreement • April 6th, 1998 • Dunn Computer Corp /Va/ • Electronic computers • Virginia
EXHIBIT 10.2 EMPLOYMENT AGREEMENT AS PRESIDENT AND CHIEF EXECUTIVE OFFICER This EMPLOYMENT AGREEMENT is made on August 27, 2007, between SteelCloud, Inc. ("SteelCloud") and Robert E. Frick ("Employee"). WHEREAS, SteelCloud desires to employ Employee...Employment Agreement • August 31st, 2007 • Steelcloud Inc • Electronic computers • Virginia
Exhibit 10.34Asset Purchase Agreement • January 26th, 2005 • Steelcloud Inc • Electronic computers • Florida
COMMON STOCK PURCHASE WARRANT To Purchase 225,000 Shares of Common Stock of SteelCloud, Inc.Securities Agreement • November 24th, 2009 • Steelcloud Inc • Electronic computers • Virginia
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
RECITALSRevolving Line of Credit Loan Agreement • February 16th, 2000 • Dunn Computer Corp /Va/ • Electronic computers • Virginia
AGREEMENTBusiness Financing Agreement • February 16th, 2000 • Dunn Computer Corp /Va/ • Electronic computers • Virginia
---------- -------------- 1. THIS CONTRACT IS A RATED ORDER --> RATING PAGE OF PAGES UNDER DPAS (15 CFR 350) J 1 3 -------------------------------------- ---------- -------------- ----------------------------------- 2. CONTRACT (True Inst. Ident.) NO...Award/Contract • April 6th, 1998 • Dunn Computer Corp /Va/ • Electronic computers
DUNN COMPUTER CORPORATIONPurchase Price Adjustment Agreement • February 16th, 1999 • Dunn Computer Corp /Va/ • Electronic computers • District of Columbia
RECITALSSeparation Agreement • June 19th, 2006 • Steelcloud Inc • Electronic computers • Virginia
COMMON STOCK PURCHASE WARRANT To Purchase 2,000,000 Shares of Common Stock of SteelCloud, Inc.Warrant Agreement • April 1st, 2010 • Steelcloud Inc • Electronic computers • Virginia
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
ALLONGE TO NOTEAllonge to Note • January 5th, 2010 • Steelcloud Inc • Electronic computers
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").
EXHIBIT 10.1 EMPLOYMENT AGREEMENT AMENDMENT For valuable consideration, the receipt and sufficiency of which the parties acknowledge, this Employment Agreement Amendment is entered into this 31st day of October 2007, by and between Kevin Murphy...Employment Agreement • November 1st, 2007 • Steelcloud Inc • Electronic computers
ContractEngagement Agreement • November 3rd, 2009 • Steelcloud Inc • Electronic computers
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).
FIRST AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • September 27th, 2010 • Steelcloud Inc • Electronic computers • Virginia
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”).
BUSINESS LOAN AND SECURITY AGREEMENTBusiness Loan and Security Agreement • July 8th, 2009 • Steelcloud Inc • Electronic computers • Virginia
THIS BUSINESS LOAN AND SECURITY AGREEMENT (this "Agreement") is made and entered into effective for all purposes as of the 1st day of July, 2009, by and between (a) CALEDONIA CAPITAL CORPORATION, a Delaware corporation ("Lender"), having an address at 19441 Golf Vista Plaza, Suite 360, Leesburg, VA 20176; and (b) STEELCLOUD, INC., a Virginia corporation (the "Borrower"), having an address at 13962 Park Center Road, Herndon, VA 20171.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2009 • Steelcloud Inc • Electronic computers
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), is entered into as of the 12th day of January, 2009 (the "Effective Date") by and between Robert E. Frick (“Frick”); and SteelCloud, Inc., (“SteelCloud”).
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made on June 7, 2006 between SteelCloud, Inc. ("SteelCloud") and Cliff Sink ("Employee"). WHEREAS, SteelCloud desires to employ Employee as SteelCloud's President and Chief Executive...Employment Agreement • June 8th, 2006 • Steelcloud Inc • Electronic computers • Virginia
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 1st, 2010 • Steelcloud Inc • Electronic computers • Virginia
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, MEA JOINT VENTURE AGREEMENTJoint Venture Agreement • January 29th, 2009 • Steelcloud Inc • Electronic computers
This JOINT VENTURE AGREEMENT (“Agreement”) is entered into on the 13th day of October, 2008, by and among the members listed on Exhibit 1 with respect to the SteelCloud MEA Joint Venture (“Company”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 9th, 2010 • Steelcloud Inc • Electronic computers • Illinois
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.”
LOAN MODIFICATION AND EXTENSION AGREEMENTLoan Modification and Extension Agreement • April 1st, 2010 • Steelcloud Inc • Electronic computers • Virginia
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").
RECEIVABLE PURCHASE AGREEMENTReceivable Purchase Agreement • July 9th, 2010 • Steelcloud Inc • Electronic computers • Virginia
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”.
EXHIBIT 10.1 EMPLOYMENT AGREEMENT AS EXECUTIVE DIRECTOR This EMPLOYMENT AGREEMENT is made on August 27, 2007, between SteelCloud, Inc. ("SteelCloud") and Robert E. Frick ("Employee"). WHEREAS, SteelCloud desires to employ Employee as SteelCloud's...Employment Agreement • August 31st, 2007 • Steelcloud Inc • Electronic computers • Virginia
EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • March 5th, 2009 • Steelcloud Inc • Electronic computers
For valuable consideration, the receipt and sufficiency of which the parties acknowledge, this Employment Agreement Amendment is entered into this 28th day of February 2009, by and between Kevin Murphy (hereinafter “Murphy”) and SteelCloud, Inc. (hereinafter “SteelCloud”).
Amendment to Employment AgreementEmployment Agreement • January 23rd, 2007 • Steelcloud Inc • Electronic computers
JOINT FILING AGREEMENTJoint Filing Agreement • August 11th, 2010 • Steelcloud Inc • Electronic computers
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to Steelcloud, Inc. common stock, par value $0.001 per share, beneficially owned by each of them, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.
