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 parties
are sometimes referred to hereinafter collectively as the "Parties", and each,
individually, as a "Party".
WHEREAS, the parties seek at this time to resolve all of their
disputes and differences concerning the exercise for cash of all of the 247,525
warrants held by the Warrant Holder ("Warrants").
NOW, THEREFORE, in consideration of the mutual promises made
herein, it is hereby stipulated and agreed, by, between and among the parties as
follows:
1. Reduction of Exercise Price and Delivery of Shares. The
Company hereby agrees to reduce the exercise price of the Warrants from $3.64
per share to $2.9036 per share. Upon exercise of the Warrants or any portion
thereof the Company will cause its transfer agent to issue and deliver such
shares of common stock to Warrant Holder within three (3) business days, without
any legends restricting the transfer of such shares, provided the registration
statement described in Section 4 below is then effective.
2. Transfer of Warrants. The Company hereby agrees to allow
Briarcliff to immediately transfer the Warrants to its affiliate WEC Asset
Management LLC ("WEC") and WEC shall be listed as the selling security holder in
the prospectus.
3. Immediate Exercise of Warrants. WEC agrees to exercise all
of the Warrants for cash within three days of confirmation to WEC by the Company
that the registration statement covering the resale of the shares issuable upon
exercise of the Warrants is effective with the SEC. Upon such exercise WEC
agrees to negotiate to sell the shares underlying the Warrants to a purchaser to
be introduced to WEC by the Company.
4. Effectiveness of S-1 Registration Statement. The Company
represents that its registration statement on Form S-1 (Reg. No. 333-36022)
shall reflect the reduction in exercise price, such amendment to the
registration statement reflecting the reduced exercise price will be filed with
the SEC within four (4) business days from the date of this Agreement and will
become effective immediately upon filing thereof with the SEC and shall use its
best efforts to keep such registration statement effective until all of the
shares of common stock underlying the Warrants have been sold or transferred by
the Warrant Holder.
5. Opinion of Counsel. The Company agrees, if required, to
"promptly" provide an opinion from its counsel concerning the transferability of
the shares of common stock underlying the Warrants when such shares are
presented for sale and a request for such opinion is received from the Company's
transfer agent in accordance with the terms of this Agreement and all applicable
federal and state laws.
6. Cashless Exercise. In the event that the registration
statement is no longer effective at anytime after the execution of this
Agreement, the Warrant Holder shall be allowed to exercise the Warrants on a
"cashless" basis, in accordance with the previously executed Redemption
Agreement dated July 26, 2001 ("Redemption Agreement").
7. Mutual General Release. By reason of this Agreement, the
parties expressly acknowledge, agree and stipulate that neither SteelCloud or
Briarcliff owes any sums to the other, pursuant to the Agreement or otherwise
arising out of acts or omissions occurring through the date of this Agreement,
and neither SteelCloud nor Briarcliff have any claim or cause of action against
the other arising out of, pursuant to, or in connection with, the Redemption
Agreement, the Warrants or otherwise through and as of the date hereof.
(i) Briarcliff fully and forever releases, acquits and discharges
SteelCloud and its officers, directors, employees,
subsidiaries and other affiliates from any and all manner of
actions and causes of action, suits, choses in action,
contracts, covenants, claims, bonds, bills, debts, dues, sums
of money, obligations, judgments, executions, damages, demands
and rights whatsoever, in law or in equity, now existing or
which may hereafter accrue in favor of Briarcliff by reason
of, arising out of, or in connection with, the Redemption
Agreement, the transactions contemplated thereby, the
Warrants, any private or open market purchases or sales of
SteelCloud's common stock, and/or by reason of any other
matter, cause or thing whatsoever arising out of acts or
omissions occurring through the date of this Agreement.
(ii) SteelCloud hereby fully and forever releases, acquits and
discharges Briarcliff and its officers, directors, employees,
subsidiaries and other affiliates from any and all manner of
actions and causes of action, suits, choses in action,
contracts, covenants, claims, bonds, bills, debts, dues, sums
of money, obligations, judgments, executions, damages, demands
and rights whatsoever, in law or in equity, now existing or
which may hereafter accrue in favor of SteelCloud by reason
of, arising out of, or in connection with, the Redemption
Agreement, the transactions contemplated thereby, and/or by
reason of any other matter, cause or thing whatsoever arising
out of acts or omissions occurring through the date of this
Agreement.
8. No Admission of Liability. Nothing contained in this
Agreement or the existence of this Agreement is to be understood as an admission
by the Company of any violation of the Redemption Agreement or any provision of
the Warrants or any federal, state or local law or regulation, or the common
law.
9. Severability. The provisions of this Agreement are
severable. If any part or provision of this Agreement is determined to be
unenforceable or void, the remainder of its terms shall remain fully valid and
enforceable.
10. Complete Agreement. The Parties acknowledge and agree that
this Agreement constitutes the complete agreement between them regarding the
subject matter contained herein; that it fully supersedes any and all prior
contracts, agreements or understandings between the Company and Briarcliff
regarding the subject matter herein that none of its provisions may be waived
except by express written agreement between them; and that no oral modification
of this Agreement is permissible.
11. Applicable Law; Venue. Anything in the Agreements to the
contrary notwithstanding, this Agreement shall be governed by and construed and
enforced in accordance with and subject to the laws of the State of New York,
and any and all actions brought under this Agreement shall be brought in the
state and/or federal courts of the United States sitting in the City of New
York, State of New York.
12. Counterparts. This Agreement may be executed in
counterparts. Each counterpart shall be deemed an original and when taken
together with the other signed counterpart shall constitute one fully executed
Agreement.
IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement, the date and year first above written.
Dated: November 20, 2003 STEELCLOUD, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: VP Finance
Dated: November 20, 2003 BRIARCLIFF INVESTORS LLC
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxxx Saks
Title: Managing Member
Dated: November 20, 2003 WEC ASSET MANAGEMENT LLC
By: /s/ Xxxxx Xxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Member
