ALLONGE TO NOTE
Exhibit
10.1
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").
WITNESSETH
WHEREAS,
Borrower made that certain Promissory Note (the "Note") dated July 1, 2009, in
the original principal amount of $250,000.00 to which this Allonge is
attached;
WHEREAS,
the Borrower and Lender wish to amend the Note, as set forth
herein;
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree to amend the terms of the
Note as follows:
1. REPRESENTATION
AND WARRANTY. Lender represents and warrants that it is the holder of
the Note and the Note has not been transferred. Lender further
warrants that this Allonge will be attached to the Note as part
thereof.
2. MATURITY
DATE. Section 1.1 of the Note is amended by changing the Maturity
Date to March 31, 2010.
3. INTEREST.
The following is added to the end of Section 2.1 of the Note:
Notwithstanding
the foregoing, effective January 1, 2010, (a) the unpaid principal amount
hereunder shall thereafter accrue interest at a rate of interest equal to twenty
percent per annum (20%) which shall thereafter be the Contract Rate, and (b)
accrued interest under this Note shall be payable in monthly installments
commencing February 1, 2010, and continuing on the first business day of each
successive month.
4. EXTENSION
FEE. Borrower will pay Lender $25,000 upon execution of this
agreement.
5. MISCELLANOUS.
The terms of the Note except as specifically set forth herein, shall not be
deemed modified or changed. It is specifically agreed that the Note
has not been satisfied hereby. It is the express agreement of the parties that
this Allonge is not either: (1) a novation of the loan evidenced by the Note, or
(ii) a substitution of any new debt or liability to Lender for any existing debt
or liability.
WITNESS
the following signatures and seals made as of the day and year first above
written.
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BORROWER:
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/s/ Xxxxx Xxxxxx
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SteelCloud,
Inc. by Xxxxx Xxxxxx, its President
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LENDER:
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/s/ Xxxxxx X. Xxxxxxx
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Caledonia
Capital Corporation by Xxxxxx X. Xxxxxxx, its
President
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