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-10.4 - STEELCLOUD INC | v190281_ex10-4.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 |
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 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 OBTAIN 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.
WARRANT
July 2,
2010
To
Purchase 20,000,000 Shares of Common Stock of
STEELCLOUD,
INC.
This
Warrant (the “Warrant”) certifies
that, for value received, CLIPPER INVESTORS LLC, an
Illinois limited liability company (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 hereof (the
“Initial Exercise
Date”) and on or prior to the fifth-year anniversary of the Initial
Exercise Date (the “Termination Date”),
but not thereafter, to subscribe for and purchase from STEELCLOUD, INC., a
Virginia corporation (the “Company”), up to
20,000,000 shares, as such number may be adjusted from time to time as
hereinafter set forth (the “Warrant Shares”), of
common stock of the Company, $0.001 par value per share (the “Common
Stock”). The purchase price of each share of Common Stock (the
“Exercise
Price”) under this Warrant shall be $0.14, subject to adjustment
hereunder.
1. Title to
Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this
Warrant, this Warrant 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 Warrant together with the Assignment Form
attached hereto as Exhibit A (the “Assignment Form”),
properly endorsed.
2. Authorization of
Shares. The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such
issue).
3. Exercise of
Warrant.
(a) Exercise
of the purchase rights represented by this Warrant may be made at any time or
times on or after the Initial Exercise Date and on or before the Termination
Date by delivery to the Company (or such other office or agency of the Company
as it may designate by notice in writing to the registered holder at the address
of such holder appearing on the books of the Company) of a duly executed
facsimile copy of the Notice of Exercise in the form attached hereto as Exhibit B (the “Notice of Exercise”);
provided, however, within five
(5) Business Days (as defined below) of the date said Notice of Exercise is
delivered to the Company, the Holder shall have surrendered this Warrant to the
Company, and, if the Holder has not elected to make a cashless exercise as
provided below, the Company shall have received payment of the aggregate
Exercise Price of the shares thereby purchased by wire transfer or cashier’s
check drawn on a United States bank. Certificates for Warrant Shares
purchased hereunder shall be delivered to the Holder no later than three (3)
Business Days after the delivery to the Company of the Notice of Exercise,
surrender of this Warrant and, if the Holder has not elected to make a cashless
exercise as provided below, payment of the aggregate Exercise Price as set forth
above (“Warrant Share
Delivery Date”). Prior to the issuance of such Warrant Shares,
if the Company fails to deliver to the Holder a certificate or certificates
representing the Warrant Shares pursuant to this Section 3(a) by the
Warrant Share Delivery Date, then the Holder will have the right to rescind such
exercise. Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity, including,
without limitation, a decree of specific performance and/or injunctive relief
with respect to the Company’s failure to timely deliver certificates
representing Warrant Shares as required pursuant to the terms
hereof. “Business Day” means
any day on which financial institutions are open for business in Chicago,
Illinois.
(b) If
this Warrant shall have been exercised in part, then the Company shall, at the
time of delivery of the certificate or certificates representing the Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.
(c) In
the event that the Holder elects to make a cashless exercise as provided above,
the Company shall issue to the Holder the number of shares of Common Stock equal
to the result obtained by (i) subtracting B from A, (ii) multiplying
the difference by C, and (iii) dividing the product by A, as set forth in
the following equation:
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X
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=
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(A - B) x
C where:
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A
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X
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=
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the
number of shares of Common Stock issuable upon a cashless exercise of the
Warrant pursuant to the provisions of this Section 3.
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A
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=
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the
Fair Market Value (as defined below) of one share of Common Stock on the
date of exercise.
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B
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=
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the
Exercise Price for one share of Common Stock under this
Warrant.
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C
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=
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the
number of shares of Common Stock as to which this Warrant is
exercisable.
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2
If the
foregoing calculation results in a negative number, then no shares of Common
Stock shall be issued upon a cashless exercise.
For the
purpose of such calculations, the “Fair Market Value”
per share of the shares of Common Stock shall be, (i) if the cashless exercise
of the Warrant is in connection with a public offering of the Company’s Common
Stock, the public offering price (before deducting commission, discounts or
expenses) at which the Common Stock is sold in such offering, (ii) if a public
market for the Company’s Common Stock exists at the time of such exercise, the
average of the closing bid and asked prices of the Common Stock quoted in the
Over-The-Counter Market Summary or the last reported sale price of the Common
Stock or closing price quoted on the Nasdaq National Market or on any exchange
on which the Common Stock is listed, whichever is applicable, as published in
The Wall Street Journal
for the five (5) trading days prior to the date of determination of Fair Market
Value; or (iii) if there is no public market for the Company’s Common Stock,
determined by the Company’s Board of Directors in good faith.
4. No Fractional Shares or
Scrip. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. As to any
fraction of a share which the Holder would otherwise be entitled to purchase
upon such exercise, the Company shall round such fraction of a share up to the
nearest whole share.
5. Charges, Taxes and
Expenses. Issuance of certificates for Warrant Shares shall be
made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which
taxes and expenses shall be paid by the Company, and such certificates shall be
issued in the name of the Holder or in such name or names as may be directed by
the Holder. In the event certificates for Warrant Shares are to be
issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form duly
executed by the Holder.
6. Closing of
Books. The Company will not close its shareholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
7. Transfer, Division and
Combination.
(a) Subject
to compliance with any applicable securities laws and with the provisions of
Sections 1,
5 and 7(e) hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant at the principal office of the Company, together with
an Assignment Form completed and duly executed by the Holder or its agent or
attorney. Upon such surrender, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in the Assignment Form, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. A Warrant, if
properly assigned, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.
(b) This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the office of the Company, together with a written notice specifying the
names and denominations in which new Warrants are to be issued, signed by the
Holder or its agent or attorney. Subject to compliance with Section 7(a), as to
any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such
notice.
3
(c) The
Company shall prepare, issue and deliver at its own expense the new Warrant or
Warrants contemplated by this Section
7.
(d) The
Company agrees to maintain, at its office, books for the registration and the
registration of transfer of the Warrants.
(e) If, at the time of
the surrender of this Warrant in connection with any transfer of this Warrant,
the transfer of this Warrant shall not be registered pursuant to an effective
registration statement under the Securities
Act and under applicable state securities
or blue sky laws, the Company may require, as a condition of allowing such
transfer: (i) that the Holder or assignee of this Warrant, as the
case may be, furnish to the Company a written opinion of counsel (which opinion
shall be in form, substance and scope customary for opinions of counsel in
comparable transactions) to the effect that such transfer may be made
without registration under the Securities
Act and under applicable state securities or blue sky laws; (ii) that the Holder
or assignee execute and deliver to the Company an investment representation
letter in form and substance reasonably satisfactory to the Company; and (iii)
that the assignee be an “accredited investor” as defined in Rule 501(a)
promulgated under the Securities Act.
8. No Rights as Shareholder
until Exercise. This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the
exercise hereof. Upon the surrender of this Warrant, the delivery of
the Notice of Exercise, and the payment of the aggregate Exercise Price, the
Warrant Shares so purchased shall be and be deemed to be issued to such Holder
as the record owner of such shares as of the close of business on the later of
the date of such surrender, delivery or payment.
9. Loss, Theft, Destruction or
Mutilation of Warrant. The Company covenants that upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.
10. Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not
be a Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business Day.
4
11. Adjustments to Exercise
Price and Number of Warrant Shares. The number and kind of
securities purchasable upon the exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time if the Company
shall: (i) pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock to holders of its outstanding Common
Stock; (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares; (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock; or (iv) issue any shares of its
capital stock in a reclassification of the Common Stock. Upon the
happening of any of the events set forth in subsections (i)-(iv) of this
Section 11, the
number of Warrant Shares purchasable upon exercise of this Warrant immediately
prior thereto shall be adjusted so that the Holder shall be entitled to receive
the kind and number of Warrant Shares or other securities of the Company which
it would have owned or have been entitled to receive had such Warrant been
exercised in advance thereof. Upon each such adjustment of the kind
and number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other securities resulting from such adjustment at
an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such
adjustment and dividing by the number of Warrant Shares or other securities of
the Company that are purchasable pursuant hereto immediately after such
adjustment. An adjustment made pursuant to this paragraph shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.
12. Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of its property, assets or business to
another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock or other securities or property of any nature whatsoever (excluding cash
but including warrants or other subscription or purchase rights) in addition to
or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are
to be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive the number of shares
of Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and Other Property receivable upon or as a
result of such reorganization, reclassification, merger, consolidation or
disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of Warrant Shares for which this Warrant is exercisable which shall
be as nearly equivalent as practicable to the adjustments provided for in this
Section
12. For purposes of this Section 12, “common
stock of the successor or acquiring corporation” shall include stock of such
corporation of any class which is not preferred as to dividends or assets over
any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock
or other securities which are convertible into or exchangeable for any such
stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock. The foregoing provisions of this Section 12 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.
5
13. Notice of
Adjustment. Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.
14. Notice of Corporate
Action. If at any time:
(a) the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of stock
of any class or any other securities or property, or to receive any other right;
or
(b) there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all or
substantially all the property, assets or business of the Company to, another
corporation; or
(c) there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;
then, in
any one or more of such cases, the Company shall give to Holder: (i) at least
thirty (30) days’ prior written notice of the date on which a record date shall
be selected for such dividend, distribution or right or for determining rights
to vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least
thirty (30) days’ prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall
specify: (A) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and the
amount and character thereof, and (B) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed
to the Holder at the last address of the Holder appearing on the books of the
Company and delivered in accordance with Section
16(d).
6
15. Authorized
Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this
Warrant. All such shares shall be duly authorized and, when issued
upon such exercise, validly issued, fully paid and non-assessable and free of
all preemptive rights. The Company further covenants that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as
provided herein without violation of any applicable law or
regulation.
Except
and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending the Company’s Certificate
of Incorporation or any Certificate of Designations relating to any of the
Company’s equity securities, or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder as set forth in
this Warrant against impairment. Without limiting the generality of
the foregoing, the Company will: (i) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to
such increase in par value, (ii) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant, and (iii)
use its best efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this
Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.
16. Miscellaneous.
(a) Governing
Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Virginia without regard to principles
of conflict of laws.
(b) Restrictions. The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.
(c) Nonwaiver and
Expenses. No course of dealing or any delay or failure to
exercise any right hereunder on the part of the Holder shall operate as a waiver
of such right or otherwise prejudice the Holder’s rights, powers or remedies,
notwithstanding all rights hereunder terminate on the Termination
Date. If the Company willfully and knowingly fails to comply with any
provision of this Warrant, which results in any material damages to the Holder,
the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’
fees, including those of appellate proceedings, incurred by the Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any of its
rights, powers or remedies hereunder.
7
(d) Notices. All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been made when delivered or mailed by first
class mail, postage prepaid, as follows: (a) if to the Holder,
at the address of the Holder as shown on the registry books maintained by the
Company or the Transfer Agent; and (b) if to the Company, at 20110 Ashbrook
Place, Suite 130, Ashburn, Virginia 20147, Attention: Brian H.
Hajost.
(e) Limitation of
Liability. No provision hereof, in the absence of any
affirmative action by the Holder to exercise this Warrant or purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder,
shall give rise to any liability of the Holder for the purchase price of any
Common Stock or as a shareholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.
(f) Remedies. The
Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by it of the provisions of this Warrant and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be
adequate.
(g) Successors and
Assigns. Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and
permitted assigns of the Holder. The Company may not assign any of
its rights or obligations under this Warrant without the consent of the
Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.
(h) Amendment. This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.
(i)
Severability. Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.
(j)
Headings. The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.
(k) Registration
Rights. The Holder of this Warrant shall be entitled to
the rights and benefits as a holder of Investor Registrable Securities pursuant
to that certain Registration Rights Agreement dated July 2, 2010, by and among
the Company, the Holder and Caledonia Capital Corporation, a Delaware
corporation.
[signature
page follows]
8
IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed on its behalf, in its corporate
name, by its duly authorized officer, all as of the day and year first above
written.
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STEELCLOUD, INC., a
Virginia corporation
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By
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: /s/ Brian H.
Hajost
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Name: Brian
H. Hajost
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Title: President
& CEO
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Signature
Page to Warrant
EXHIBIT
A
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute
this form
and supply required information.
Do not
use this form to exercise the Warrant.)
FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to
_______________________________________________
whose address is
_______________________________________________________________.
_______________________________________________________________
Dated: ______________,
_______
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Holder’s
Name:
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Signature
of Holder
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or
Authorized Signatory:
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Title
(if applicable):
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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 Warrant, 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 Warrant.
EXHIBIT
B
NOTICE
OF EXERCISE
To: STEELCLOUD,
INC.
The undersigned, the Holder of the
attached Warrant, hereby irrevocably elects to exercise the purchase right
represented by the Warrant for, and to purchase thereunder, _______ shares of
Common Stock (as such terms are defined in the Warrant, dated July 2, 2010,
issued by STEELCOUD, INC. to CLIPPER INVESTORS LLC.
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¨
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(Cash
Exercise) The undersigned has included with this Notice
of Exercise the purchase price of such shares in
full.
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¨
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(Cashless
Exercise) The undersigned elects to purchase such shares
pursuant to the net exercise provisions of such
Warrant.
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The
undersigned hereby requests that the Certificate(s) for such securities be
issued in the name(s) and delivered to the address(es) as follows:
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Name:
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Address:
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Social
Security Number:
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Deliver
to:
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Address:
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If the foregoing evidences an exercise
of the Warrant to purchase fewer than all of the Warrant Shares (or other
securities or property) to which the undersigned is entitled under such Warrant,
please issue a new Warrant, of like tenor, for the remaining portion of the
Warrant (or other securities or property) in the name(s), and deliver the same
to the address(es) as follows:
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Name:
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Address:
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DATED: ____________,
2010.
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(Name
of Holder)
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(Signature
of Holder or Authorized Signatory)
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(SS
or TIN of Holder)
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Signature
Guaranteed:
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