Unassociated Document


    SETTLEMENT
AGREEMENT

     

    THIS SETTLEMENT AGREEMENT ("Agreement")
is entered into this 18th day of October, 2010 by and between CRP HOLDINGS PARK
CENTER, LLC (“CRP”) and STEELCLOUD, INC. (“SteelCloud”).

     

    W I T N E S S E T
H:

     

    WHEREAS, CRP, as landlord, and
SteelCloud, as tenant, were parties to a Sublease dated September 28, 2004 (the
“Sublease”), which Sublease incorporates a Deed of Lease dated August 13, 1999
(the “Master Lease”) as Exhibit A to the Sublease, which Sublease was assigned
to CRP pursuant to a Commercial Lease dated December 17, 2008 (the “Restated
Lease” and collectively with the Sublease and Master Lease, the “LEASE”), and
pursuant to which SteelCloud leased that nonresidential real property and
improvements located at 14040 Park Center Road, Suite 210, Herndon,
VA  20171 (the “Premises), which Premises is located within Fairfax
County.

     

    WHEREAS, after SteelCloud failed to pay
in full the rent, additional rent and other charges that were due under the
LEASE, CRP, as Plaintiff, filed a Summons for Unlawful Detainer against
SteelCloud, as Defendant, which was assigned Case No. 09-7910 (the
“Complaint”).

     

    
      
         

      

      
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    WHEREAS, pursuant to a
Stipulation/Consent Order entered in the Complaint on May 22, 2009, SteelCloud
consented to entry of a money judgment in favor of CRP and against SteelCloud in
the amount of $168,637.96 (with interest accruing thereon at the LEASE rate of
eighteen percent (18%) per annum), plus attorneys’ fees and expenses in the
amount of $7,000.00 and court costs of $41.00 (collectively, the “Money
Judgment”), and to the entry of a judgment for possession of the Premises in
favor of CRP and against the SteelCloud.

     

    WHEREAS, SteelCloud has vacated the
Premises and paid $30,000.00 towards the Money Judgment, reducing the Money
Judgment to $145,678.96 with interest accruing thereon at the rate of eighteen
percent (18%) interest per annum from May 22, 2009.

     

    WHEREAS, as of September 10, 2010,
$26,222.21 in interest had accrued on the judgment amount making the balance due
with interest a total of $171,901.17 as of such date, and interest continues to
accrue.

     

    WHEREAS, CRP has filed a Summons to
Answer Interrogatories to further pursue enforcement of the Money Judgment, with
a return date of November 18, 2010.

     

    
      
         

      

      
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    WHEREAS, CRP has filed a Suggestion for
Summons in Garnishment against Capital One Bank, Bank of America, and Wells
Fargo Advisors t/a Wachovia, with scheduled return dates of November 18,
2010

     

    WHEREAS, SteelCloud has agreed to make
a lump sum payment to CRP in exchange for SteelCloud’s agreement to dismiss the
pending garnishments and to mark the Money Judgment as satisfied.

     

    NOW, THEREFORE, in consideration of the
mutual promises herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, and intending to be legally
bound, the parties agree as follows:

     

    1. Recitals.  The
recitals at the beginning of this Agreement are part of the understanding
between the parties and are incorporated in this agreed settlement between
them.

     

    2. Payment.  In
consideration of this Agreement, SteelCloud agrees to pay to CRP by wire
transfer to CRP’s bank account the sum of One Hundred Twenty Five Thousand and
00/100 Dollars ($125,000.00) (“Settlement Amount”).  Such wire
transfer shall be received by CRP by no later than Wednesday, October 20,
2010.  TIME IS OF THE ESSENCE.

     

    3. Satisfaction of Money
Judgment.  Provided that SteelCloud timely remits the
Settlement Amount payment pursuant to pursuant to the preceding paragraph, CRP
shall, within 5 days of the date of receipt of the Settlement Amount, dismiss
without prejudice the Summons to Answer Interrogatories and all pending
garnishment summonses.  Provided that SteelCloud timely remits the
Settlement Amount payment pursuant to the preceding paragraph and provided
further that SteelCloud is not the subject of a voluntary or involuntary
petition in bankruptcy or of a liquidation or receivership proceeding in state
court (collectively, a “Bankruptcy”) within ninety (90) days from the date of
CRP’s receipt of the aforementioned payment, then CRP agrees to file a
Praecipe/Notice marking the Money Judgment as settled/satisfied, but only after
ninety-one (91) days have elapsed from CRP’s receipt of the aforementioned
Settlement Amount payment AND SteelCloud is not the subject of a
Bankruptcy.

     

    
      
         

      

      
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    4. Bankruptcy.  Notwithstanding
anything in this Agreement to the contrary, should SteelCloud (or any person or
entity making payment of the Settlement Amount on SteelCloud’s behalf hereunder)
be the subject of a Bankruptcy, and should CRP be required to return all or any
part of the Settlement Amount payable under this Agreement (whether as a
preferential transfer or otherwise, and whether by court order, settlement or
otherwise), then, and in that event, it is hereby acknowledged and agreed that
(i) CRP’s agreement to mark the Money Judgment as settled/satisfied as provided
for in Paragraph 3 above shall be of no effect; and (ii) CRP’s claim in any such
Bankruptcy proceeding(s) shall not be limited to the face amount of the
Settlement Amount nor otherwise diminished by reason of CRP’s execution of this
Agreement, but, rather, at CRP’s option, shall be calculated as if to include
the Money Judgment and any other amounts due or which would have become due
under the LEASE for the balance of the term thereof (less a credit for any
portion of the Settlement Amount received and retained by CRP
hereunder).

     

    5. SteelCloud
Release.  Except for the obligations of CRP hereunder,
SteelCloud and its past, present, and future principals, partners, joint
venturers, officers, directors, employees, agents (including attorneys),
subsidiaries, affiliates, predecessors and successors in interest, receivers,
transferees, and assigns hereby release and forever discharge CRP, its past,
present, and future principals, partners, joint venturers, officers, directors,
employees, agents (including attorneys), subsidiaries, affiliates, predecessors
and successors in interest, receivers, transferees, and assigns (collectively
the "Related Parties"), of and from any and all obligations, debts, demands,
actions, causes of action, claims, suits, accounts, covenants, contracts,
agreements, damages, and any and all demands and liabilities whatsoever of every
name and nature, known and unknown, both in law and in equity, which SteelCloud
now has or ever had against CRP and/or the Related Parties that arise from or
are in any manner related to or connected with the Lease, the
Stipulation/Consent Order, the Premises, and/or the SteelCloud’s use and
occupancy of the Premises, except for third party claims that arose on or before
May 22, 2009.

     

    
      
         

      

      
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    6. CRP
Release.  Provided
that SteelCloud timely remits the Settlement Amount payment pursuant to this
Agreement and provided further that SteelCloud is not the subject of a voluntary
or involuntary petition in bankruptcy or of a liquidation or receivership
proceeding in state court (collectively, a “Bankruptcy”) within ninety (90) days
from the date of CRP’s receipt of the aforementioned payment, then except for
the obligations of SteelCloud hereunder, CRP and its past, present, and future
principals, partners, joint venturers, officers, directors, employees, agents
(including attorneys), subsidiaries, affiliates, predecessors and successors in
interest, receivers, transferees, and assigns hereby release and forever
discharge SteelCloud, its past, present, and future principals, partners, joint
venturers, officers, directors, employees, agents (including attorneys),
subsidiaries, affiliates, predecessors and successors in interest, receivers,
transferees, and assigns (collectively the "SteelCloud Related Parties"), of and
from any and all obligations, debts, demands, actions, causes of action, claims,
suits, accounts, covenants, contracts, agreements, damages, and any and all
demands and liabilities whatsoever of every name and nature, known and unknown,
both in law and in equity, which CRP now has or ever had against SteelCloud
and/or the SteelCloud Related Parties that arise from or are in any manner
related to or connected with the Lease, the Stipulation/Consent Order, the
Premises, and/or the SteelCloud’s use and occupancy of the Premises, except for
third party claims that arose on or before May 22, 2009.

     

    
      
         

      

      
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    7. Governing
Law.  This Agreement and the performance of the parties
hereunder shall be construed and interpreted in accordance with the laws of the
Commonwealth of Virginia.

     

    8. Jury
Trial.  THE PARTIES AGREE TO, AND HEREBY WAIVE, ANY RIGHT TO A
JURY TRIAL IN MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT,
OR THE CONSTRUCTION, INTERPRETATION, VALIDITY, OR PERFORMANCE THEREOF, AND/OR
THE MATTERS RAISED HEREIN.  The parties acknowledge and agree that
this provision is a specific and material aspect of this Agreement.

     

    9. Representation.  In
entering into this Agreement, the parties each represent that each party has
relied upon the legal advice of their respective attorneys, who are the
attorneys of their own choice, and that the terms of this Agreement have been
completely read and explained to each party by their attorneys, and that those
terms were fully understood and voluntarily accepted by each party.

     

    10. Time is of the
Essence.  The parties agree that time is of the essence and
that they will cooperate fully to execute any and all supplementary documents
and to take all additional actions that may be necessary or appropriate to give
full force and effect to the terms and intent of this Agreement.

     

    
      
         

      

      
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    11. Severability.  Nothing
in this Agreement is believed to be contrary to law.  If it is
determined that any provision is in violation of any law, that provision shall
be revised to the extent necessary to make such provision(s) legal and
enforceable, and the invalidity of any provision shall not invalidate this
Agreement or its remaining provisions.  In such case, the Agreement
shall be construed in such manner to give effect to the parties' intents and
purposes in executing this Agreement to the full extent permitted by
law.

     

    12. Headings.  The
paragraph headings contained herein have been inserted for convenience only and
do not limit, define, or in any way affect the meaning or interpretation of the
terms and conditions of this Agreement.

     

    13. Negotiated
Document.  The parties agree that this Agreement is a
negotiated document and that, in any action arising out of the construction,
interpretation, validity, or performance of this Agreement, it shall not be
construed against the drafter.

     

    14. Binding Effect of
Agreement.  This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective heirs, personal and
legal representatives, successors and assigns.

     

    15. Entire
Agreement.  This Agreement constitutes and contains the entire
agreement and understanding concerning the subject matters addressed herein
between the parties, and supersedes and replaces all prior negotiations and all
prior agreements proposed or otherwise, whether written or oral, concerning the
subject matter hereof.

     

    
      
         

      

      
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    16. Counterparts.  This
Agreement may be executed in one (1) or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.  Execution in such manner shall in no way affect or
alter the validity of this Agreement or the rights and responsibilities of the
parties thereto.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the undersigned have executed this Settlement Agreement under
seal as of the date first above written.

     

    
      
        	      
                WITNESS/ATTEST:

              	 	 	      
                CRP
      HOLDINGS PARK CENTER, LLC

              	 
	 	 	 	 	 
	
                /s/
      Natalie
      [illegible]        

              	 	 	
                /s/
      Jennifer Wren  

              	 
	
                (Corporate
      Seal)

              	 	 	
                Name:
      Jennifer Wren  

              	 
	 	 	 	
                Title:
      Vice President

              	 


      

    

    
      
        
          
            	 	 	 	 	 
	WITNESS/ATTEST:  	 	 	STEELCLOUD,
      INC.	 
	 	 	 	 	 
	
                    /s/
      Jeanine S. Carrigan 

                  	 	 	
                    /s/
      Brian H. Hajost

                  	 
	
                     

                  	 	 	
                    Name:
      Brian H. Hajost

                  	 
	
                     

                  	 	 	
                    Title:
      President & CEO

                  	 


          

        

      

    

     

     

     

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