Unassociated Document


     Exhibit
4.3.1 

    


    WARRANT
TO PURCHASE COMMON STOCK

    


    OF

    


    STEELCLOUD,
INC.

     

    
       This
is to certify that, FOR VALUE RECEIVED, Westminster Securities, a Division of
Hudson Securities Inc. (OTCBB: HDHL), or assigns thereof (“Holder”), is entitled
to purchase, subject to the provisions of this Warrant, from SteelCloud, Inc., a
Virginia corporation (“Company”), ________ fully paid, validly issued and
non-assessable shares of Common Stock of the Company (“Common Stock ”) at a
price equal to $_____________ per share (125%
of the final offering price of the shares of common stock offered pursuant to
the Company’s Registration Statement on Form S-1 (Registration No.
333-158703) (the “Offering ”) ) (“Exercise Price ”) at any time or from
time to time from _________
until _________ (five years from the
effective date of the Company’s Registration Statement on Form S-1 (Registration
No. 333-158703)) (the “ Exercise Period ”), subject to adjustment as set
forth herein.  The number of shares of Common Stock to be received
upon the exercise of this Warrant and the price to be paid for each share of
Common Stock may be adjusted from time to time as hereinafter set
forth.  The shares of Common Stock deliverable upon such exercise, and
as adjusted from time to time, are hereinafter sometimes referred to as “
Warrant Shares ”. 

       

    

    
      	
               
      

            	
              (a)

            	
              EXERCISE
      OF WARRANT; CANCELLATION OF
WARRANT.

            


    

     

    
       This
Warrant may be exercised in whole and in part at any time or from time to time
during the Exercise Period, provided, however, that (i) if such day is a day on
which banking institutions in the State of Virginia are authorized by law to
close, then on the next succeeding day which shall not be such a day, and (ii)
in the event of any merger, consolidation or sale of substantially all the
assets of the Company as an entirety, resulting in any distribution to the
Company’s stockholders, prior to the last day of the Exercise Period, the Holder
shall have the right to exercise this Warrant commencing at such time through
the last day of the Exercise Period into the kind and amount of shares of stock
and other securities and property (including cash) receivable by a holder of the
number of shares of Common Stock into which this Warrant might have been
exercisable immediately prior thereto.  This Warrant may be exercised
by presentation and surrender hereof to the Company at its principal office, or
at the office of its stock transfer agent, if any, with the Purchase Form
annexed hereto duly executed and accompanied by payment of the Exercise Price
for the number of Warrant Shares specified in such form.  As soon as
practicable after each such exercise of the Warrants, but not later than seven
(7) days from the date of such exercise, the Company shall issue and deliver to
the Holder a certificate or certificates for the Warrant Shares issuable upon
such exercise, registered in the name of the Holder or its
designee.  If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares purchasable thereunder.  Upon
receipt by the Company of this Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise, the Holder
shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such shares
of Common Stock shall not then be physically delivered to the
Holder. 

    

     

     

    
      
         


      

      
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    (b)           RESERVATION
OF SHARES.  The Company shall at all times reserve for issuance and/or
delivery upon exercise of this Warrant such number of shares of its Common Stock
as shall be required for issuance and delivery upon exercise of the
Warrants.

    


    (c)           FRACTIONAL
SHARES.  No fractional shares or script representing fractional shares
shall be issued upon the exercise of this Warrant.  With respect to
any fraction of a share called for upon any exercise hereof, the Company shall
pay the Holder an amount in cash equal to such fraction multiplied by the
current market value of one share.

    


    (d)           EXCHANGE,
TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder.  Upon surrender of this Warrant to the
Company at its principal office or at the office of its stock transfer agent, if
any, with the Assignment Form annexed hereto duly executed and funds sufficient
to pay any transfer tax, the Company shall, without charge, execute and deliver
a new Warrant in the name of the assignee named in such instrument of assignment
and this Warrant shall promptly be canceled.  This Warrant may be
divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, together with a written notice specifying the names
and denominations in which new Warrants are to be issued and signed by the
Holder hereof.  The term “Warrant” as used
herein includes any Warrants into which this Warrant might be divided or
exchanged.  Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.  Any such
new Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by
anyone.

    


    (e)           RIGHTS
OF THE HOLDER.  The Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and the
rights of the Holder are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth
herein.

     

     (f)           ANTI-DILUTION
PROVISIONS.    Subject
to FINRA Rule 5110 and the provisions of Section (a) hereof, the Exercise Price
in effect at any time and the number and kind of securities purchasable upon the
exercise of the Warrants shall be subject to adjustment from time to time upon
the happening of certain events as follows:
 

    
 

    
      
         


      

      
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    (1)           In
case the Company shall (i) declare a dividend or make a distribution on its
outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or
reclassify its outstanding shares of Common Stock into a greater number of
shares, or (iii) combine or reclassify its outstanding shares of Common Stock
into a smaller number of shares, the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the effective date of such
subdivision, combination or reclassification shall be adjusted so that it shall
equal the price determined by multiplying the Exercise Price by a fraction, the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such action, and the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
action.  Such adjustment shall be made successively whenever any event
listed above shall occur.

    


    (2)           Whenever
the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to
Subsection (1) above, the number of Shares purchasable upon exercise of this
Warrant shall simultaneously be adjusted by multiplying the number of Shares
initially issuable upon exercise of this Warrant by the Exercise Price in effect
on the date hereof and dividing the product so obtained by the Exercise Price,
as adjusted.

    


    (3)           All
calculations under this Section (f) shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.  Anything in
this Section (f) to the contrary notwithstanding, the Company shall be entitled,
but shall not be required, to make such changes in the Exercise Price, in
addition to those required by this Section (f), as it shall determine, in its
sole discretion, to be advisable in order that any dividend or distribution in
shares of Common Stock, or any subdivision, reclassification or combination of
Common Stock, hereafter made by the Company shall not result in any Federal
Income tax liability to the holders of Common Stock or securities convertible
into Common Stock (including Warrants).

    


    (4)           Irrespective
of any adjustments in the Exercise Price or the number or kind of shares
purchasable upon exercise of this Warrant, Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in the similar Warrants initially issuable pursuant to this
Agreement.

    


    (g)           OFFICER’S
CERTIFICATE.  Whenever the Exercise Price shall be adjusted as
required by the provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at its principal
office and with its stock transfer agent, if any, an officer’s certificate
showing the adjusted Exercise Price determined as herein provided, setting forth
in reasonable detail the facts requiring such adjustment, including a statement
of the number of additional shares of Common Stock, if any, and such other facts
as shall be necessary to show the reason for and the manner of computing such
adjustment.  Each such officer’s certificate shall be made available
at all reasonable times for inspection by the Holder or any holder of a Warrant
executed and delivered pursuant to Section (a) and the Company shall, forthwith
after each such adjustment, mail a copy by certified mail of such certificate to
the Holder or any such holder.


    
      
         


      

      
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    (h)           NOTICES
TO WARRANT HOLDERS.  So long as this Warrant shall be outstanding, (i)
if the Company shall pay any dividend or make any distributions upon the Common
Stock or (ii) if the Company shall offer to the holders of Common Stock for
subscription or purchase by them any share of any class or any other rights or
(iii) if any capital reorganization of the Company, reclassification of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or transfer of all or substantially all of
the property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall cause to
be mailed by certified mail to the Holder, at least fifteen (15) days prior the
date specified in (x) or (y) below, as the case may be, a notice containing a
brief description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of  Common Stock or other
securities shall receive cash or other property deliverable upon
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.

    


    (i)           RECLASSIFICATION,
REORGANIZATION OR MERGER.  In case of any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
Company, or in case of any consolidation or merger of the Company with or into
another corporation (other than a merger with a subsidiary in which merger the
Company is the continuing corporation and which does not result in any
reclassification, capital organization or other change of outstanding shares of
Common Stock of the class issuable upon exercise of this Warrant) or in case of
any sale, lease or conveyance to another corporation at the property of the
Company as an entirety, the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that the Holder shall have
the right thereafter by exercising this Warrant at any time prior to the
expiration of the Warrant, to purchase the kind and amount of shares of stock
and other securities and property receivable upon such reclassification, capital
reorganization and other change, consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock which might have been purchased
upon exercise of this Warrant immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance.  Any such provision
shall include a provision for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this
Warrant.  The foregoing provisions of this Section (i) shall similarly
apply to successive reclassifications, capital reorganizations and changes or
shares of Common Stock and to successive consolidations, mergers, sales or
conveyances.  In the event that in connection with any such capital
reorganization or reclassification, consolidation, merger, sale or conveyance,
additional shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the Company
other than Common Stock, any such issue shall be treated as an issue of Common
Stock covered by the provisions of Subsection (1) of Section (f)
hereof.

    


    (j)           REGISTRATION
UNDER THE SECURITIES ACT OF 1933.  The Warrant Shares have been
registered under the Securities Act of 1933, as amended, on a Registration
Statement on Form S-1 and exercise of this Warrant into Warrant Shares shall be
subject to such Registration Statement being effective at the time of
exercise.


    
      
         


      

      
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                  Dated:

                	 
      
	 
      	
                  STEELCLOUD,
      INC.

                
	 
      	 
      
	 
      	
                  By: 

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
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    PURCHASE
FORM

    


    Dated
___________

    


    The undersigned hereby irrevocably
elects to exercise the within Warrant to the extent of purchasing ______________
shares of Common Stock and hereby makes payment of ___________________ in
payment of the actual exercise price thereof.

    


    ASSIGNMENT
FORM

    


    FOR VALUE
RECEIVED, ___________________hereby sells, assigns and transfers
unto

    


    Name________________________________

    (Please
typewrite or print in block letters)

    


    Address______________________________

    


    the right
to purchase Common Stock represented by this Warrant to the extent of
______________shares
as to which such right is exercisable and does hereby irrevocably constitute and
appoint _________________ Attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.

    


    Date_____________________

    


    Signature_____________________________


    
      
         


      

      
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