Exhibit 10.2
SECURED PROMISSORY
NOTE
FOR VALUE RECEIVED, the undersigned,
SteelCloud, Inc., a Virginia corporation ("Maker"), hereby
promises to pay to Caledonia Capital Corporation, a Delaware
Corporation ("CCC " ),
or order, at its office at 19441 Golf Vista Plaza, Suite 360,
Leesburg, VA 20176, or at such other place as CCC from time-to-time
designates, in writing, in lawful money of the United States of
America, the principal amount of Two Hundred Fifty Thousand Dollars
($250,000.00), together with interest on the unpaid principal
amount hereof, at the rate provided in Section 2.1 below. This
Promissory Note (the "Note") is being executed and delivered in
connection with the following facts:
WHEREAS, CCC has agreed to loan Two Hundred
Fifty Thousand Dollars ($250,000.00) to Maker pursuant to the terms
of this Promissory Note ("Note"); and
WHEREAS, this Note is secured by a first
priority lien on the Collateral (as that term is defined in Section
5 of this Note); and
WHEREAS, Maker and CCC have agreed that the
obligation of Maker to make payment of the $250,000.00 portion of
the amount owed to CCC as evidenced by and subject to the terms set
forth in this Note.
1
.
PRINCIPAL REPAYMENT; MATURITY DATE; OPTION TO
EXTEND.
1.1 Payment Dates. Except as
provided in Section 1.2 below, the principal amount of this Note
shall be due and payable in full one hundred eighty (180) days
after the date of this Note so that the outstanding and unpaid
principal balance of this Note together with all accrued and
outstanding interest thereon shall be due and payable on December
29, 2009 (the "Maturity Date").
1.2 Notwithstanding the Maturity
Date, in the event that subsequent to the date hereof but prior to
the Maturity Date the Maker shall receive from one or more
investors in one or more transactions an aggregate amount in excess
of Seven Hundred Fifty Thousand Dollars ($750,000.00) whether in
the form of cash, negotiable or non-negotiable instrument or any
form of payment from in exchange for the issuance of any
certificated or non-certificated security of Maker, whether in the
form of debt or equity (herein referred to as an `"Equity Raise"),
then, and in any such event, Maker shall be required, within five
(5) business days after the Equity Raise first exceeds $750,000.00,
to curtail the accrued interest and outstanding principal balance
of this Note by an amount equal to the amount by which the Equity
Raise then exceeds $750,000.00 (but in no event by more than the
then outstanding principal balance and interest accrued on this
Note. . Until delivery of such funds to CCC, all such funds shall
be deemed held in trust by Maker for and on behalf of CCC. All
funds Maker delivers to CCC pursuant to this section shall be
deemed prepayments and governed by Section 4.
2.1 Interest Rate: Payment.
Commencing on the date hereof and continuing until it is paid in
full, the unpaid principal amount hereunder shall accrue interest
at a rate of interest equal to fifteen percent per annum (15%) (the
"Contract Rate"). Accrued interest under this Note shall be payable
in quarterly installments commencing on the date that is three (3)
months after the date hereof and continuing on the same day of each
successive third (3 rd )
month there after until the Maturity Date, when the entire
principal balance remaining unpaid, together with interest accrued
and unpaid thereon and all other sums due hereunder, shall be due
and payable in full, except as may be otherwise provided in Section
1.2 of this Note.
2.2 Computation of Interest. All
interest calculations under this Note shall be made on the basis of
a three hundred sixty (360) day year and actual days
elapsed.
Promissory Note
Page 2 of 4
3.
PLACE, TIME AND APPLICATION OF
PAYMENTS.
3.1 Place and Time. Payment
(including prepayments) of principal of, and/or interest on, this
Note shall be made in immediately available U.S. funds by Maker to
CCC not later than 6 pm Eastern time, on the due date therefore;
and funds received after that hour shall be deemed to have been
received by CCC on the next following business day.
3.2 Order of
Application. All payments which are applied at any time by CCC
to indebtedness evidenced by this Note, without regard to their
characterization or earmarking by Maker, unless CCC otherwise
elects and accept as otherwise expressly provided in Section 4
below, shall be allocated by CCC in the following order of
priority: to late charges, if any, then to interest accrued under
this Note; and the balance to the unpaid principal of this
Note.
3.3 Late Charge. In the event
any installment of principal and/or interest due under this Note is
not actually received by CCC within ten (10) days after the date
when the same is due, then CCC shall be entitled to collect a "late
charge "
in an amount equal to five percent
(5.0%) of such installment. Time shall be of the essence as to each
and every provision of this Note.
4.
PREPAYMENT. Maker may prepay this Note without
penalty, in full or in part. Maker shall prepay this Note in full
or in part as described in section 1.2 above. Partial prepayments
of principal shall be applied to the principal installments due
under Section 1. In connection with a prepayment, any amounts that
are prepaid may not be reborrowed.
5.
SECURITY; ACCELERATING TRANSFERS. This Note is
secured by a lien on all of Maker's intellectual property rights in
its SteelWorks Mobile software, including any and all
trademark
