Attached files
| file | filename |
|---|---|
| EX-10.5 - STEELCLOUD INC | v190281_ex10-5.htm |
| 8-K - STEELCLOUD INC | v190281_8k.htm |
| EX-3.2 - STEELCLOUD INC | v190281_ex3-2.htm |
| EX-10.1 - STEELCLOUD INC | v190281_ex10-1.htm |
| EX-10.6 - STEELCLOUD INC | v190281_ex10-6.htm |
| EX-99.1 - STEELCLOUD INC | v190281_ex99-1.htm |
| EX-10.7 - STEELCLOUD INC | v190281_ex10-7.htm |
| EX-10.9 - STEELCLOUD INC | v190281_ex10-9.htm |
| EX-10.3 - STEELCLOUD INC | v190281_ex10-3.htm |
| EX-10.8 - STEELCLOUD INC | v190281_ex10-8.htm |
| EX-10.10 - STEELCLOUD INC | v190281_ex10-10.htm |
| EX-10.2 - STEELCLOUD INC | v190281_ex10-2.htm |
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.
PROMISSORY
NOTE
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$1,100,000
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July
2, 2010
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STEELCLOUD,
INC., a Virginia corporation (the “Company”), for value
received, hereby promises to pay to the order of CLIPPER INVESTORS LLC, an
Illinois limited liability company (the “Holder”), or its
registered assigns, the principal amount of One Million One Hundred Thousand
Dollars ($1,100,000) on July 2, 2013, with interest computed and payable as set
forth in the Note Purchase Agreement (defined below); provided that in no
event shall the amount payable as interest on this Note exceed the highest
lawful rate permissible under any law applicable hereto. Payments of
principal, premium, if any, and interest hereon shall be made in lawful money of
the United States of America by the method and at the address for such purpose
specified in the Note Purchase Agreement, and such payments shall be overdue for
purposes hereof if not made on the scheduled date of payment therefor, without
giving effect to any applicable grace period.
This Note
is issued pursuant to that certain Note Purchase Agreement dated July 2, 2010
(the “Note Purchase
Agreement”) between the Company and the Holder, and the Holder or its
registered assigns are entitled to the benefits of the Note Purchase Agreement
and the other documents referred to in the Note Purchase Agreement, including
without limitation, the Security Agreement and the Registration Rights
Agreement, and may enforce the agreements contained therein and exercise the
remedies provided for thereby or otherwise available in respect thereof, all in
accordance with the terms thereof. Capitalized terms used herein
without definition have the meanings ascribed to them in the Note Purchase
Agreement.
1. General.
1.1. Assignment. This
Note and all rights hereunder are transferable, in whole or in part, at the
office or agency of the Company by the Holder or its agent or attorney upon
surrender of this Note together with the Assignment Form attached hereto as
Exhibit A,
properly endorsed.
1.2. Certain
Waivers. The parties hereto hereby waive presentment, demand,
notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance or enforcement of this Note.
1.3. Governing
Law. This Note shall be construed in accordance with and
governed by the domestic substantive laws of the State of Illinois without
giving effect to any choice of law or conflicts of law provision or rule that
would cause the application of domestic substantive laws of any other
jurisdiction.
1.4. Notices. All
notices, requests, consents and other communications hereunder shall be in
writing and shall be delivered in accordance with the Note Purchase
Agreement.
1.5. Replacement. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note and, in the case of any such loss, theft or
destruction of this Note, upon receipt of an indemnity reasonably satisfactory
to the Company or, in the case of any such mutilation, upon the surrender and
cancellation of this Note, the Company, at its expense, shall execute and
deliver, in lieu thereof, a new Note of like tenor and dated the date of such
lost, stolen, destroyed or mutilated Note, and following such execution and
delivery this Note shall not be deemed to be an outstanding Note.
1.6. Amendment. Any term of this
Note may be amended only with the written consent of the Company and the
Holder.
[signature
page follows]
2
IN
WITNESS WHEREOF, the Company has executed this Note as of the date first above
written.
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STEELCLOUD,
INC.
|
||
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By:
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/s/ Brian H. Hajost
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|
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Name:
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Brian
H. Hajost
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|
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Title:
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President
& CEO
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EXHIBIT
A
ASSIGNMENT
FORM
(To
assign the foregoing Note, execute
this form
and supply the required information.)
FOR VALUE
RECEIVED, the foregoing Note and all rights evidenced thereby are hereby
assigned to
_______________________________________________________________________
whose address is
________________________________________________________________________________
________________________________________________________________________________
Dated: ______________,
_______
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Holder’s
Name:
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||||
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Signature
of Holder
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||||
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or
Authorized Signatory:
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||||
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Title
(if applicable):
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||||
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Holder’s
Address:
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Signature
Guaranteed: ______________________________________________________________
NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Note, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Note.