Exhibit
4.3.2

    


    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.

     

     (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
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)             TRANSFERABILITY.  For
a period of six months after the issuance date of this Warrant (which shall not
be earlier than the closing date of the offering pursuant to which this Warrant
is being issued), neither this Warrant nor any Common Stock issued upon exercise
of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated,
or be the subject of any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of the
securities by any person for a period of 180 days immediately following the date
of effectiveness or commencement of sales of the offering pursuant to which this
Warrant is being issued, except the transfer of any security:

     

    (1) by
operation of law or by reason of reorganization of the Company;

     

    (2) to
any FINRA member firm participating in the offering and the officers or partners
thereof, if all securities so transferred remain subject to the lock-up
restriction in this Section  for the remainder of the time
period;

     

    (3) if
the aggregate amount of securities of the Company held by the Holder or related
person do not exceed 1% of the securities being offered;

     

    (4) that
is beneficially owned on a pro-rata basis by all equity owners of an investment
fund, provided that no participating member manages or otherwise directs
investments by the fund, and participating members in the aggregate do not own
more than 10% of the equity in the fund;  or

     

    (5) the
exercise or conversion of any security, if all securities received remain
subject to the lock-up restriction in this Section (e) for the remainder of the
time period.

     

     (f)           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.

     

     (g)           ANTI-DILUTION
PROVISIONS.   There Holder shall not be entitled to any anti-dilution
protections.

    


     (h)           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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


     (i)           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.

    


     (j)           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.

    


    (k)           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.

    


    
      
        
          	
                  Dated:

                	
                  STEELCLOUD,
      INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	  
      
	 
      	
                  Name:

                
	 
      	
                  Title

                


        

      

    

      

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    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_____________________________