LEASE TERMINATION AGREEMENT
LEASE TERMINATION
AGREEMENT
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”.
RECITALS
A. Pursuant
to a Standard Industrial Gross Lease dated November 5, 2004, as amended by (i)
that certain Lease Amendment #1 dated March 28, 2005, and (ii) that certain
Lease Amendment #2 dated March __, 2009 (as amended, the “Lease”), pursuant to which
SteelCloud leased from OTR approximately 24,240 rentable square feet of space
designated as Bays 3-5 (collectively, the “Premises”) in the building
known as Building 8 (the “Building”) with an address of
13960-13964 Xxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000 and located in the
industrial park known as Renaissance Park at Dulles (the “Industrial
Park”). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Lease.
B. SteelCloud
has failed to timely pay to Landlord Fixed Minimum Rent and Additional Rent
(collectively, “Rent”)
to Landlord in accordance with the terms of the Lease (the “Event of
Default”). As of the date of this Agreement, SteelCloud owes
Landlord past-due Rent in the amount of twenty thousand, two hundred
eighty-eight and 87/100 dollars ($20,288.87) and Rent for the remaining Term of
the Lease in the amount of one million, seven hundred forty-seven thousand, one
hundred twenty-two and 13/100 dollars ($1,747,122.13).
C. SteelCloud
acknowledges and agrees that:
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(i)
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the
Security Deposit (defined below) has been previously applied to past due
amounts owing under the Lease; and
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(ii)
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SteelCloud
is in default of the conditions of the Lease beyond all applicable notice,
grace and cure periods on account of, among other things, the Event of
Default.
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D. OTR
and SteelCloud desire to establish the terms by which SteelCloud will deliver
possession of the Premises to Landlord.
NOW,
THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration exchanged between OTR and SteelCloud, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
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1.0
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INCORPORATION
OF RECITALS
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1.1 The
foregoing Recitals are incorporated into this Agreement as if fully set out
herein.
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2.0
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RELEASE
OF PREMISES AND SECURITY DEPOSIT
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2.1.
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On
the date of this Agreement:
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a)
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SteelCloud
will surrender the Premises to OTR in broom clean condition and hereby
waives and releases any and all rights, title and interests it may have in
and to the Premises and the Personal Property contained therein;
and,
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b)
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The
Term of the Lease is terminated subject, however, to the survival of
indemnification in other provisions of the Lease which by their terms
survive the expiration or earlier termination of the Term of the
Lease.
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2.2. In
consideration of OTR’s agreement to terminate the remainder of the Term of the
Lease as provided herein, SteelCloud shall pay OTR the amount of three hundred
thirteen thousand, six hundred fifty-four 87/100 dollars ($313,654.87) in
immediately available funds within ten days of the date of this
Agreement.
2.3. OTR
has previously applied in accordance with the terms of the Lease the security
deposit in the amount of Ninety-Six Thousand Six Hundred Eighty-Five and 00/100
Dollars ($96,685.00) (such amount, the “Security Deposit”) posted by
SteelCloud pursuant to the Lease and SteelCloud hereby waives and releases any
and all rights, title, and interests it may have in and to the Security
Deposit.
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3.0
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MISCELLANEOUS
TERMS AND CONDITIONS
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3.1. In
consideration hereof, SteelCloud and its successors, affiliates,
assigns, agents, and attorneys hereby release and forever discharge
OTR, and all of its predecessors, successors, parents, direct subsidiaries,
indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys,
principals, officers, partners, employees, members and managers, jointly and
severally, from and against all actions, causes of action, claims, suits, debts,
damages, judgments, liabilities, and demands whatsoever, whether matured or
un-matured, whether at law or in equity, whether before a local, state or
federal court or state or federal administrative agency, tribunal, or commission
regardless of location, and whether now known or unknown, liquidated or
un-liquidated, that SteelCloud now has or may have had, or that may hereafter
accrue, arising out of the Lease or the Premises.
3.2. This
document contains the complete Agreement between the Parties and shall be
binding upon the Parties thereto, their predecessors, successors, parents,
subsidiaries, partners, affiliates, assigns, agents, directors, officers,
employees, and attorneys. Each of the signatories of this Agreement
represents and warrants that he is authorized to execute this Agreement and to
bind the Parties hereto. This Agreement may be modified only by a
written document signed by the Parties. No waiver of this Agreement
or of any of the promises, obligations, terms, or conditions hereof shall be
valid unless it is written and signed by the Party against whom the waiver is to
be enforced. This Agreement may be executed in identical
counterparts, each of which shall constitute an original and all of which shall
constitute one and the same Agreement. Signatures received via
facsimile or pdf electronic transmission shall be acceptable as
originals. If any part or any provision of this Agreement shall be
finally determined to be invalid or unenforceable under applicable law by a
court of competent jurisdiction, that part or provision shall be ineffective to
the extent of such invalidity or unenforceability only, without in any way
affecting the remaining parts of said provision or the remaining provisions of
this Agreement.
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3.3. The
Parties acknowledge that they have had the opportunity to consult with legal
counsel of their choosing prior to entering into this Agreement and that they
enter this Agreement knowingly and voluntarily.
3.4. Any
notices required under this Agreement shall be served upon the Parties via
telecopier and/or overnight priority mail as follows:
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Notices
to OTR:
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OTR,
Renaissance Park
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000
X. Xxxxx Xxxxxx
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Xxxxxxxx,
Xxxx 00000
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Attention:
Real Estate Manager
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With
a copy to:
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Seyfarth
Xxxx LLP
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000
X Xxxxxx, XX
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Xxxxxxxxxx,
XX 00000
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Attn: Xxxxxxxxx
X. Xxxxxxx, Esquire
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Notices
to SteelCloud:
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SteelCloud,
Inc.
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00000
Xxxxxxxx Xxxxx, Xxxxx 000
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Xxxxxxx,
Xxxxxxxx 00000
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Attn:
Xxxxx X. Xxxxxx
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3.5. This
Agreement shall be governed, in all respects, under the laws of the Commonwealth
of Virginia, without reference to or consideration of its choice of law
rules.
[Signatures
on next page]
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IN WITNESS WHEREOF, we have
hereunto set our hands and seals as of the date above written.
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OTR,
an Ohio general partnership, acting as the duly authorized nominee of the
Board of the State Teachers Retirement System of Ohio
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STEELCLOUD,
INC.,
a
Virginia corporation
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By:
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/s/ Xxxx Xxxxxxxxx
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By:
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/s/ Xxxxx X. Xxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Name:
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Xxxxx X. Xxxxxx
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Title:
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Authorized Officer
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Title:
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President &
CEO
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