Common use of Miscellaneous Terms and Conditions Clause in Contracts

Miscellaneous Terms and Conditions. 3.1. In consideration hereof, SteelCloud and its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premises. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. This Agreement may be modified only by a written document signed by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. This Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall be served upon the Parties via telecopier and/or overnight priority mail as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147

Miscellaneous Terms and Conditions. 3.11. Licensee acknowledges that its failure to fully comply with any of the terms and/or conditions of this Agreement may result in the Department taking action to suspend or revoke its license to engage in the business of a mortgage banker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representations made to the Department, or the written materials submitted to the Department, by Licensee – either directly or through its counsel – and the Department’s findings. To the extent that the written representations or written submissions, made by Licensee to the Department – either directly or through its counsel—are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, Licensee shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. Licensee represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 6. Licensee waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court or tribunal outside of the Department. 7. In consideration hereofthe event that one or more provisions contained in this Agreement shall for any reason be held invalid, SteelCloud and its successorsillegal, affiliatesor unenforceable in any respect, assignssuch invalidity, agentsillegality, and attorneys hereby release and forever discharge OTRor unenforceability shall not affect any other provision of this Agreement. 8. Licensee acknowledges that entering into this Agreement shall not bar, and all estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department from taking any other, or additional, action affecting Licensee, or any of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principalscurrent or former owners, officers, partnersdirectors, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunalinsiders, or commission regardless of location, and whether now known their successors or unknown, liquidated or un-liquidated, that SteelCloud now has or may have hadassigns with respect to the violations cited herein, or that may hereafter accrue, arising out of the Lease any other matter whether related or the Premisesnot to such violations. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto9. This Agreement may not be altered, modified only by a written document or changed unless in writing signed on behalf of all parties to this Agreement. 10. This Agreement shall be enforceable and remain in effect until stayed, modified, suspended or terminated in writing by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforcedSuperintendent. 11. This Agreement may be executed in identical one or more counterparts, and shall become effective when such counterparts have been signed by each of which shall constitute an original the parties hereto and all of which shall constitute one So Ordered by the Superintendent or her designee. 12. All notices, reports, requests, and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If other communications to any part or any provision of party pursuant to this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision in writing and shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall be served upon the Parties via telecopier and/or overnight priority mail directed as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147:

Miscellaneous Terms and Conditions. 3.1(a) Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time Executive or it executes this Release. In consideration hereof, SteelCloud Executive and its successors, affiliates, assigns, agentsthe Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and attorneys hereby release expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the negotiation and/or execution of this Release. (b) The parties warrant and forever discharge OTRrepresent that they have been offered no promise or inducement except as expressly provided in this Release, and all that this Release is not in violation of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless conflict with any other agreement of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premiseseither party. 3.2. (c) All covenants and warranties contained in this Release are contractual and shall survive the closing of this Release. (d) This document contains the complete Agreement between the Parties and Release shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employeesin all respects upon, and attorneys. Each shall inure to the benefit of, the parties’ heirs, successors and assigns. (e) This Release shall be governed by the internal laws of the signatories Commonwealth of Virginia, irrespective of the choice of law rules of any jurisdiction. (f) Should any provision of this Agreement represents Release be declared illegal or unenforceable by any court of competent jurisdiction and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. This Agreement may cannot be modified only to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect. Notwithstanding the foregoing, if Section 2(a), above, is declared void or unenforceable, then this Release shall be null and void and both parties shall be restored to the positions that they occupied before the Release’s execution (meaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the Company); provided that in such circumstances this Release and the facts and circumstances relating to its execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which Section 2(a) is declared unenforceable. (g) This Release constitutes the entire agreement of the parties and a written document complete merger of prior negotiations and agreements. (h) This Release shall not be modified except in a writing signed by the Partiesparties. (i) No term or condition of this Release shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Release, except by a writing signed by the party charged with the waiver or estoppel. No waiver of any breach of this Agreement or Release shall be deemed a waiver of any later breach of the promisessame provision or any other provision of this Release. (j) Headings are intended solely as a convenience and shall not control the meaning or interpretation of any provision of this Release. (k) Pronouns contained in this Release shall apply equally to the feminine, obligationsneuter and masculine genders. The singular shall include the plural, termsand the plural shall include the singular. (l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other party reasonably believes is necessary to carry out the purpose or effect of this Release. (m) Any party contesting the validity or enforceability of any term of this Release shall be required to prove by clear and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake of fact or law. (n) The parties acknowledge that they have reviewed this Release in its entirety and have had a full and fair opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the meaning and effect of this Release. Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the language used. (o) Every dispute arising from or relating to this Release shall be tried only in the state or federal courts situated in the Commonwealth of Virginia. The parties consent to venue in those courts, and agree that those courts shall have personal jurisdiction over them in, and subject matter jurisdiction concerning, any such action. (p) In any action relating to or arising from this Release, or conditions hereof involving its application, the party substantially prevailing shall be valid unless it is written and signed recover from the other party the expenses incurred by the Party against whom prevailing party in connection with the waiver is to be enforced. action, including court costs and reasonable attorneys’ fees. (q) This Agreement Release may be executed in identical counterparts, each of which shall constitute an original and or by copies transmitted by telecopier, all of which shall constitute one and be given the same Agreementforce and effect as the original. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals[SIGNATURES FOLLOW] NOTE: DO NOT SIGN THIS SUPPLEMENTAL LEGAL RELEASE UNTIL AFTER EXECUTIVE’S FINAL DAY OF EMPLOYMENT. If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3ROSETTA STONE LTD. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall be served upon the Parties via telecopier and/or overnight priority mail as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147EXECUTIVE By:

Miscellaneous Terms and Conditions. 3.1. In consideration hereof, SteelCloud and its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premises. 3.2. 5.1 This document contains the complete Settlement Agreement between the Parties and shall be binding upon related to the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. subject matter hereof. 5.2 The recitals above are hereby incorporated by reference as though fully set forth herein. 5.3 This Agreement may be modified only by a written document signed by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. This Settlement Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Settlement Agreement. Signatures received via facsimile or pdf electronic transmission Fax and PDF copies shall be acceptable as originalsdeemed originals for all purposes. 5.4 This Settlement Agreement may be modified only by a written document signed by the Parties. If any part or any provision No waiver of this Settlement Agreement or of any of the promises, obligations, terms, or conditions hereof will be valid unless it is in writing and signed by the Party against whom the waiver is to be enforced. 5.5 This Settlement Agreement shall be finally determined binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Settlement Agreement represents and warrants that he/she is authorized to be invalid or unenforceable under applicable law execute this Settlement Agreement and to bind the Party for which he/she signs. 5.6 Each of the Parties represents and warrants to the other that (i) the execution, delivery, and performance of this Settlement Agreement have been duly authorized by a court of competent jurisdictionall necessary corporate action; (ii) the person(s) executing this Settlement Agreement and the consent to the dismissal, that part or provision shall be ineffective as the case may be, on its behalf are fully authorized to do so; and (iii) to the extent that any approval or authorization is necessary for the valid and lawful execution, delivery, and performance of this Settlement Agreement, such approval or authorization has been obtained. 5.7 The Agreement and Acceptance of the Lender and its execution of this Settlement Agreement is only in effect if all other debtors agree at the current juncture to the same terms and actions regarding Settlement, in the absence of such invalidity or unenforceability onlyaction by the other debtors, without in any way affecting then the remaining parts of said provision or the remaining provisions of this AgreementAgreement is void. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall be served upon the Parties via telecopier and/or overnight priority mail as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147

Miscellaneous Terms and Conditions. 3.1. In consideration hereof, SteelCloud and its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premises. 3.2. (a) This document Agreement contains the complete Agreement agreement and understanding between the Parties parties relating to the subject matter hereof. (b) This Agreement may be executed in multiple counterparts originals, each of which shall constitute one and the same document and shall be binding upon deemed an original. (c) This Agreement may be executed by facsimile or .pdf signatures which shall be deemed to have the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, same force and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. effect as an original signature. (d) This Agreement may be modified only by a written document signed by the Partiesparties. No waiver of this Agreement or of any of the promises, obligations, terms, terms or conditions hereof shall be valid unless it is written and signed by the Party party against whom the waiver is to be enforced. . (e) This Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originalsbinding upon the parties hereto, their predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, employees and attorneys. Each of the signatories to this Agreement represents and warrants that he or she is authorized to execute this Agreement and to bind the parties hereto. (f) If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement, provided that such enforcement of this Agreement would not deprive the parties of the relative benefit of their bargain reflected in this Agreement. 3.3. (g) The Parties parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4(h) By executing this Agreement, the parties represent to each other that (a) the person executing this Agreement on each of their behalf is duly authorized and empowered to execute and deliver this Agreement; (b) this Agreement constitutes the legal, valid and binding obligation of each of the parties, enforceable against each of the parties in accordance with its terms; and (c) each of the parties are the owners of, and, prior to the execution of this Agreement, have not sold, assigned, abandoned, conveyed, or otherwise transferred or disposed of, any of the claims, demands, causes of action, obligations, damages or liabilities released by or related to this Agreement. (i) The parties cooperated in the drafting of this Agreement, and in the event that it is determined that any provision herein is ambiguous, that provision shall not be presumptively construed against any party. (j) In the event that any party breaches any term of this Agreement and the non-breaching party is required to employ counsel to enforce its rights, the prevailing party shall recover its attorneys’ fees and costs incurred with respect to such enforcement of rights. (k) This agreement shall be governed, in all respects, under the laws of the State of Illinois, irrespective of its choice of law rules. (l) The parties agree that the Court shall have and retain exclusive jurisdiction to resolve any disputes under, or related to, this agreement. (m) The preamble provisions are incorporated into this Agreement by reference as if they are a part of this Agreement. (n) The parties agree that no evidence concerning this Agreement, its contents or negotiations related to it shall be offered into evidence in any proceeding other than one to enforce this Agreement. (o) The parties agree that this Agreement reflects a compromise and resolution of disputed claims and is not a factual or legal determination of any issue. Any notices required under Nothing contained in this Agreement shall constitute or be served upon the Parties via telecopier and/or overnight priority mail treated or characterized as follows: OTRan admission by any party of any fact, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇liability, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇or wrongdoing of any kind, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147or as evidence of any allegation of any party.

Miscellaneous Terms and Conditions. 3.11. FGMC acknowledges that its failure to fully comply with any of the terms and/or conditions of this Agreement may result in the Department taking action to suspend or revoke its registration to engage in the business of a mortgage broker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the written representations made to the Department, or the written materials submitted to the Department, by FGMC, either directly or through its counsel, and the Department’s findings. To the extent that the written representations or written submissions, made by FGMC to the Department, either directly or through its counsel, are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, FGMC shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. FGMC represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 6. FGMC waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of this Agreement is subject to review in any court or tribunal outside of the Department. 7. In consideration hereofthe event that one or more provisions contained in this Agreement shall for any reason be held invalid, SteelCloud and its successorsillegal, affiliatesor unenforceable in any respect, assignssuch invalidity, agentsillegality, and attorneys hereby release and forever discharge OTRor unenforceability shall not affect any other provision of this Agreement. 8. FGMC acknowledges that entering into this Agreement shall not bar, and all estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department from taking any other, or additional, action affecting Academy , or any of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principalscurrent or former owners, officers, partnersdirectors, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunalinsiders, or commission regardless of location, and whether now known their successors or unknown, liquidated or un-liquidated, that SteelCloud now has or may have hadassigns with respect to the violations cited herein, or that may hereafter accrue, arising out of the Lease any other matter whether related or the Premisesnot to such violations. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto9. This Agreement may not be modified only by a written document altered, modified, or changed unless in writing signed on behalf of all parties to this Agreement. 10. This Agreement shall be enforceable and remain in effect until stayed, modified, suspended, or terminated in writing by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforcedSuperintendent. 11. This Agreement may be executed in identical one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If any part or any provision The effective date of this Agreement shall be finally determined to be invalid or unenforceable under applicable law is the date on which it is executed by a court of competent jurisdiction, that part or provision shall be ineffective the Deputy Superintendent. 12. All written communications to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into Department regarding this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall should be served upon the Parties via telecopier and/or overnight priority mail sent as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147:

Miscellaneous Terms and Conditions. 3.1. In consideration hereofa. Following execution of this Agreement, SteelCloud the Parties shall as soon as practicable take the actions and its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, prepare any and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premisesappropriate documents reasonably necessary to effectuate this Agreement. 3.2. This document contains b. Each Party shall bear its own attorneys’ fees and costs. c. Each Party acknowledges and agrees that MYDX is not required to take the complete Agreement between Backend Note and that the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he Backend Note is authorized to execute this Agreement and to bind the Parties hereto. terminated. d. This Agreement may be modified only by a written document signed by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. . e. This Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. binding upon and shall inure to the benefit of the Parties thereto, their predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, employees, and shareholders. f. If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdictionlaw, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of said Agreement. Furthermore, the Parties agree that in the event of an illegal, invalid or unenforceable provision, the Parties shall use their best efforts to induce the reviewing court to substitute a legally enforceable provision effectuating the intent of the Parties (as can be discerned from the subject provision and the rest of the Agreement) as closely as possible, and, should the court be unwilling to perform such substitution, to use their best efforts to do so between themselves and to add such new provision to this Agreement. 3.3g. This Agreement shall be governed by and construed in accordance with laws of the State of Florida, without regard to its choice of law rules. The Parties acknowledge state or federal courts situated in Broward County, Florida shall retain exclusive jurisdiction over any and all disputes arising out of or otherwise relating to the subject matter of this Agreement. h. Each Party acknowledges that they have it has read the document thoroughly and completely, has had the opportunity to consult with legal counsel of their choosing prior its choosing, understands the rights, remedies and allegations surrounding the execution of this document, and that the document is executed voluntarily. i. Each person who executes this Agreement by or on behalf of each respective Party warrants and represents that he or she has been duly authorized and empowered to entering into execute and deliver this Agreement on behalf of such Party. j. The Parties cooperated in the drafting of this Agreement, and in the event that it is determined that any provision herein is ambiguous, that provision shall not be presumptively construed against either Party. k. In the event that either Party breaches any term of this Agreement and the other Party is required to employ counsel to enforce its rights, the prevailing Party shall be entitled to recover its attorneys’ fees and costs incurred therein. l. This Agreement contains the complete agreement between the Parties with respect to its subject matter and supersedes any and all prior agreements, understanding, promises, warranties, and representations made by each Party to the other concerning the subject matter. m. The Parties hereby warrant and represent that they enter have not assigned or in any way transferred or conveyed all or any portion of the claims covered by this Agreement knowingly Agreement, and voluntarilyto their knowledge, no other person or entity has a right to any claim that purports to be settled by this Agreement. The Parties acknowledge and agree that this warranty and representation is an essential and material term of this Agreement, without which they would not have entered into it. The Parties each agree to defend and to hold each other harmless against the claims of any other person or entity asserting a claim or right that purports to be settled by the Agreement. 3.4. Any notices required under this Agreement shall be served upon the Parties via telecopier and/or overnight priority mail as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147

Miscellaneous Terms and Conditions. 3.11. In consideration hereof, SteelCloud and WEM acknowledges that its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out failure to comply with any of the Lease or the Premises. 3.2. This document contains the complete Agreement between the Parties settlement terms and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories conditions of this Agreement represents and warrants that he is authorized may result in the Department taking action to execute this Agreement and suspend or revoke WEM’s registration to bind engage in the Parties heretobusiness of a mortgage broker under Article 12-D of the Banking Law. 2. This Agreement may be modified only by a written document signed by The Superintendent has agreed to the Parties. No waiver terms of this Agreement based on the representation made to the Department, or of any written materials submitted to the Department, by WEM either directly or through its counsel and the Department’s findings in the Examination. To the Extend that, the written representations or written submissions made by WEM to the Department either directly or through its counsel are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the promisesDepartment, obligationsWEM shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM represents and warrants, termsthrough the signature below, or that the terms and conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. This Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If any part or any provision of this Agreement shall were duly approved, and execution is duly authorized. 5. No further action will be finally determined to be invalid or unenforceable under applicable law taken by a court of competent jurisdictionthe Department against WEM for the specific conduct set forth in this Agreement, provided that part or provision shall be ineffective to WEM fully complies with the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions terms of this Agreement. 3.36. The Parties acknowledge This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 7. WEM waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that they have had no provision of the opportunity Agreement is subject to consult with legal counsel review in any court of their choosing prior to tribunal outside of the Department. 8. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 9. WEM acknowledges that entering into this Agreement and that they enter this Agreement knowingly and voluntarilyshall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other action affecting WEM, any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 3.410. Any notices required under this This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designee. 11. This Agreement shall be served upon enforceable and remain in effect unless stayed or terminated in writing by the Parties via telecopier and/or overnight priority mail Superintendent or his designee. 12. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage Banking. 13. All written communications to the Department regarding this Agreement should be sent as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147:

Miscellaneous Terms and Conditions. 3.11. SMI acknowledges that its failure to comply with any of the terms and/or conditions of this Agreement may result in the Department taking action to suspend or revoke its license to engage in business as a mortgage banker and mortgage loan servicer under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representations made to the Department, or the written material submitted to the Department, by SMI either directly or through its counsel and the Department’s findings. To the extent that the written representations or written submissions, made by SMI to the Department either directly or through its counsel are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, SMI shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. SMI represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 6. SMI waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of this Agreement is subject to review in any court or tribunal outside of the Department. 7. In consideration hereofthe event that one or more provisions contained in this Agreement shall for any reason be held invalid, SteelCloud and its successorsillegal, affiliatesor unenforceable in any respect, assignssuch invalidity, agentsillegality, and attorneys hereby release and forever discharge OTRor unenforceability shall not affect any other provision of this Agreement. 8. SMI acknowledges that entering into this Agreement shall not bar, and all estop or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other action affecting SMI, any of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principalscurrent or former owners, officers, partnersdirectors, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunalinsiders, or commission regardless of location, and whether now known their successors or unknown, liquidated or un-liquidated, that SteelCloud now has or may have hadassigns with respect to the violations cited herein, or that may hereafter accrue, arising out of the Lease any other matter related or the Premisesnot to such violations. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto9. This Agreement may not be altered, modified only by a written document or changed unless in writing signed on behalf of all parties to this Agreement. 10. This Agreement shall be enforceable and remain in effect unless stayed, modified, suspended or terminated in writing by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforcedSuperintendent. 11. This Agreement may be executed in identical one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If any part or any provision The effective date of this Agreement shall be finally determined to be invalid or unenforceable under applicable law is the date on which it is executed by a court of competent jurisdiction, that part or provision shall be ineffective the Deputy Superintendent. 12. All written communications to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into Department regarding this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall should be served upon the Parties via telecopier and/or overnight priority mail sent as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147:

Miscellaneous Terms and Conditions. 3.1. In consideration hereof, SteelCloud 5.1 The Parties hereby confirm and its successors, affiliates, assigns, agentsratify the accuracy and truthfulness of the above Preamble of this Agreement, and attorneys hereby release incorporate by reference the Preamble as though it were fully set forth herein. 5.2 This document contains the complete Agreement between the Parties with respect to its subject matter and forever discharge OTRsupercedes any and all prior agreements, understanding, promises, warranties, and representations made by each Party to the other concerning the subject matter. 5.3 This Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. A Party may deliver this Agreement by transmitting a facsimile copy of this Agreement to the other Party. A facsimile copy of this Agreement, including the executed signature page thereof, shall be deemed an original. 5.4 The Parties represent that neither have not filed or caused to be filed any complaints or other actions against the other respectively, or against any of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premises. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agentstransferees, directors, officers, employees, and attorneys. Each shareholders with any local, state, or federal court, state or federal administrative agency or commission, or arbitration tribunal, regardless of location. 5.5 The Parties hereby agree that they will not make any claim or demand, or commence any action against any third party who might claim contribution, indemnity, or other relief over against the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. said Parties. 5.6 This Agreement may be modified only by a written document signed by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. . 5.7 The Parties agree to execute and exchange any such further documentation as may be reasonably required to give effect to the Agreement. 5.8 This Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originalsbinding upon and inure to the benefit of the Parties thereto, their predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. 5.9 If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.35.10 The Parties hereby warrant and represent that they have not assigned or in any way transferred or conveyed all or any portion of the claims covered by this Agreement, and to their knowledge, no other person or entity has a right to any claim that purports to be settled by this Agreement. The Parties acknowledge and agree that this warranty and representation is an essential and material term of this Agreement, without which they would not have entered into it. The Parties each agree to defend and to hold each other harmless against the claims of any other person or entity asserting a claim or right that purports to be settled by the Agreement. 5.11 The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement Agreement, that they know and understand this Agreement's contents, and that they enter are executing this Agreement knowingly and voluntarily. Each Party acknowledges that it has not relied on or made any promise or representation to the other Party that is not contained within this Agreement. 3.4. 5.12 The Parties cooperated in the drafting of this Agreement, and in the event that it is determined that any provision herein is ambiguous, that provision shall not be presumptively construed against either Party. 5.13 In the event that either Party breaches any term of this Agreement and the other Party is required to employ counsel to enforce its rights, the prevailing Party shall recover its attorneys' fees and costs incurred therein. 5.14 Any notices required under this Agreement shall be served upon the Parties via telecopier and/or and overnight priority mail as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇Notices to MCI: Maureen F. Del Duca Vic▇ ▇▇▇▇▇▇▇▇, ▇▇t /Chi▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇Legal Counsel MCI, ▇▇ ▇▇Inc. 1133 19th Street, NW Wa▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇▇. (▇▇▇) ▇▇6-6616 Telecopier ▇▇. (▇▇▇) ▇36-6320 Catherine ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇CI, Inc. 1133 19th Street, NW Wa▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. (▇▇▇) ▇▇6-6616 Telecopier ▇▇. (▇▇▇) ▇36-6320 Notices ▇▇ ▇▇▇: Vi Bui General Counsel ▇▇▇ Telecom Corporation 3151 Airway Avenue, Suite 130 AshburnP-▇ ▇▇▇▇▇ ▇▇▇▇, Virginia 20147▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. (▇▇▇) ▇▇9-7700 Telecopier ▇▇. (▇▇▇) ▇49-7707 5.15 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be governed, in all respects, under the laws of the State of Oklahoma, irrespective of its choice of law rules. Any legal action or preceeding with respect to this Agreement may be brought in the Courts of the State of Oklahoma in and for the County of Tulsa or U.S. District Court for the Northern District of Oklahoma. By execution hereof, the parties hereby submit to such jurisdiction and expressly waive whatever rights may correspond to either of them by reason of the present of future domicile. 5.16 The undersigned represents and warrants that he or she is authorized to execute this Agreement and to bind the Party whom he or she represents thereto.

Miscellaneous Terms and Conditions. 3.11. CMB acknowledges that its failure to fully comply with any of the terms and/or conditions of this Agreement may result in the Department taking action to suspend or revoke its registration to engage in the business of a mortgage broker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the written representations made to the Department, or the written materials submitted to the Department, by CMB either directly or through its counsel and the Department’s findings. To the extent that the written representations or written submissions, made by CMB to the Department either directly or through its counsel are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, CMB shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. CMB represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 6. CMB waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of this Agreement is subject to review in any court or tribunal outside of the Department. 7. In consideration hereofthe event that one or more provisions contained in this Agreement shall for any reason be held invalid, SteelCloud and its successorsillegal, affiliatesor unenforceable in any respect, assignssuch invalidity, agentsillegality, and attorneys hereby release and forever discharge OTRor unenforceability shall not affect any other provision of this Agreement. 8. CMB acknowledges that entering into this Agreement shall not bar, and all estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department from taking any other, or additional, action affecting CMB, or any of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principalscurrent or former owners, officers, partnersdirectors, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunalinsiders, or commission regardless of location, and whether now known their successors or unknown, liquidated or un-liquidated, that SteelCloud now has or may have hadassigns with respect to the violations cited herein, or that may hereafter accrue, arising out of the Lease any other matter whether related or the Premisesnot to such violations. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto9. This Agreement may not be altered, modified only by a written document or changed unless in writing signed on behalf of all parties to this Agreement. 10. This Agreement shall be enforceable and remain in effect until stayed, modified, suspended or terminated in writing by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforcedSuperintendent. 11. This Agreement may be executed in identical one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If any part or any provision The effective date of this Agreement shall be finally determined to be invalid or unenforceable under applicable law is the date on which it is executed by a court of competent jurisdiction, that part or provision shall be ineffective the Deputy Superintendent. 12. All written communications to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into Department regarding this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall should be served upon the Parties via telecopier and/or overnight priority mail sent as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147:

Miscellaneous Terms and Conditions. 3.1. In consideration hereof, SteelCloud and its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premises. 3.2. 7.1 This document Agreement contains the complete Agreement agreement between the Parties Parties. Any and all prior agreements, representations, negotiations, and understandings between the Parties, oral or written, express or implied, with respect to the subject matter hereof are hereby superseded and merged herein. 7.2 This Agreement may be executed in counterparts or by copies transmitted by facsimile or email, all of which shall be binding upon given the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, same force and attorneys. Each of effect as the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. original. 7.3 This Agreement may be modified only by a written document signed by all of the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. . 7.4 This Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. binding upon the Parties hereto, their predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, attomeys, officers, families, heirs, spouses, and employees. 7.5 If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. 7.6 The Parties acknowledge that they have reviewed this Agreement in its entirety and have had the a full opportunity to consult with legal counsel negotiate its terms, and therefore waive all applicable rules of their choosing prior to entering into construction that any provision of this Agreement should be construed against its drafter and agree that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this all provisions of the Agreement shall be served upon construed as a whole, according to the Parties via telecopier and/or overnight priority mail as follows: OTRfair meaning of the language used. 7.7 Plaintiff represents that, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇other than the Action, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇he has not filed or authorized the filing of any complaints, ▇▇ ▇▇▇▇▇▇▇▇▇▇charges, ▇▇ ▇▇▇▇▇ Attn: or lawsuits against Defendant, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Plaza, Esquire Notices to SteelCloud: SteelCloudInc., Inc. and against Subway Restaurants, Inc., Doctor’s Associates, Inc., or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇Pooja LLC, Suite 130 Ashburnwith any federal, Virginia 20147state, or local court, governmental agency, or administrative agency relating to the subject Facility, and that if, unbeknownst to Plaintiff, such a complaint, charge, or lawsuit has been filed on his behalf, he or it will use his or its best efforts to cause it immediately to be withdrawn and dismissed with prejudice. 7.8 The parties and their Counsel agree to execute any and all further documents and perform any and all further acts reasonably necessary or useful in carrying out the provisions and purposes of this Agreement. 7.9 In any action or other proceeding to enforce rights under this Agreement, the prevailing Party shall recover from the losing party all attorneys' fees, litigation expenses, and costs. 7.10 The Parties agree that any ambiguities in this Agreement shall not be construed against the drafter of the Agreement. 7.11 The Parties acknowledge that all Recitals and/or "

Miscellaneous Terms and Conditions. 3.1. In consideration hereofa. Following execution of this Agreement, SteelCloud the Parties shall as soon as practicable take the actions and its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, prepare any and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premisesadditional appropriate documents reasonably necessary to effectuate this Agreement. 3.2. This document contains the complete Agreement between the Parties b. Each Party shall bear its own attorneys’ fees and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. costs. c. This Agreement may be modified only by a written document signed by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. . d. This Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. binding upon and shall inure to the benefit of the Parties thereto, their predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, employees, and shareholders. e. If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdictionlaw, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of said Agreement. Furthermore, the Parties agree that in the event of an illegal, invalid or unenforceable provision, the Parties shall use their best efforts to induce the reviewing court to substitute a legally enforceable provision effectuating the intent of the Parties (as can be discerned from the subject provision and the rest of the Agreement) as closely as possible, and, should the court be unwilling to perform such substitution, to use their best efforts to do so between themselves and to add such new provision to this Agreement. 3.3f. This Agreement shall be governed by and construed in accordance with laws of the State of Florida, without regard to its choice of law rules. The Parties acknowledge state or federal courts situated in Florida shall retain exclusive jurisdiction over any and all disputes arising out of or otherwise relating to the subject matter of this Agreement. g. Each Party acknowledges that they have it has read the document thoroughly and completely, has had the opportunity to consult with legal counsel of their choosing prior its choosing, understands the rights, remedies and allegations surrounding the execution of this document, and that the document is executed voluntarily. h. Each person who executes this Agreement by or on behalf of each respective Party warrants and represents that he or she has been duly authorized and empowered to entering into execute and deliver this Agreement on behalf of such Party. i. The Parties cooperated in the drafting of this Agreement, and in the event that it is determined that any provision herein is ambiguous, that provision shall not be presumptively construed against either Party. k. In the event that either Party breaches any term of this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices the other Party is required under this Agreement to employ counsel to enforce its rights, the prevailing Party shall be served upon the Parties via telecopier and/or overnight priority mail as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices entitled to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147recover its attorneys’ fees and costs incurred therein.

Miscellaneous Terms and Conditions. 3.1. In consideration hereof, SteelCloud and its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premises. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. This Agreement may be modified only by a written document signed by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. This Agreement may be executed in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall be served upon the Parties via telecopier and/or overnight priority mail as follows: OTR, Renaissance Park ▇▇▇ ▇1. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ . ▇▇▇▇▇▇▇▇▇▇▇ acknowledges that his failure to fully comply with any of the terms and/or conditions of this Agreement may result in the Department taking action to suspend or revoke his MLO license to engage as an MLO under Article 12-E of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representations made to the Department, ▇▇ or the written materials submitted to the Department, by ▇▇. ▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ either directly or through his counsel and the Department’s findings. To the extent that the written representations or written submissions, made by ▇▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ to the Department are either directly or through his counsel later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon request by the Department, ▇▇. ▇▇▇▇▇▇▇▇▇▇ shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. ▇▇. ▇▇▇▇▇▇▇▇▇▇ represents and warrants, Suite 130 Ashburnthrough the signature below, Virginia 20147that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 6. ▇▇. ▇▇▇▇▇▇▇▇▇▇ waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court or tribunal outside of the Department. 7. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 8. ▇▇. ▇▇▇▇▇▇▇▇▇▇ acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department from taking any other, or additional, action affecting his, or any of her sponsor’s current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 9. This Agreement may not be altered, modified or changed unless in writing and signed by the Superintendent or her designee. 10. This Agreement shall be enforceable and remain in effect until stayed, modified, suspended or terminated in writing by the Superintendent or her designee. 11. This Agreement may be executed in one or more counterparts. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent or her designee. 12. All written communications to the Department regarding this Agreement should be sent as follows: Attention:

Miscellaneous Terms and Conditions. 3.11. Sortis acknowledges that its failure to fully comply with any of the terms and/or conditions of this Agreement may result in the Department taking action to suspend or revoke its license to engage in business as a registered MLS. 2. The Superintendent has agreed to the terms of this Agreement based on the written representations made to the Department, or the written materials submitted to the Department, by Sortis – either directly or through its counsel – and the Department’s findings. To the extent that the written representations or written submissions, made by Sortis to the Department – either directly or through its counsel — are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, Sortis shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. Sortis represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 6. Sortis waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court or tribunal outside of the Department. 7. In consideration hereofthe event that one or more provisions contained in this Agreement shall for any reason be held invalid, SteelCloud and its successorsillegal, affiliatesor unenforceable in any respect, assignssuch invalidity, agentsillegality, and attorneys hereby release and forever discharge OTRor unenforceability shall not affect any other provision of this Agreement. 8. Sortis acknowledges that entering into this Agreement shall not bar, and all estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department from taking any other, or additional, action affecting Sortis, or any of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principalscurrent or former owners, officers, partnersdirectors, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunalinsiders, or commission regardless of location, and whether now known their successors or unknown, liquidated or un-liquidated, that SteelCloud now has or may have hadassigns with respect to the violations cited herein, or that may hereafter accrue, arising out of the Lease any other matter whether related or the Premisesnot to such violations. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto9. This Agreement may not be altered, modified only by a written document or changed unless in writing signed on behalf of all parties to this Agreement. 10. This Agreement shall be enforceable and remain in effect until stayed, modified, suspended or terminated in writing by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforcedSuperintendent. 11. This Agreement may be executed in identical one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If any part or any provision The effective date of this Agreement shall be finally determined to be invalid is the date on which it is executed by the Deputy Superintendent or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective her designee. 12. All written communications to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into Department regarding this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall should be served upon the Parties via telecopier and/or overnight priority mail sent as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147:

Miscellaneous Terms and Conditions. 3.1. In consideration hereof, SteelCloud and its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premises. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement (a) Oaktree represents and warrants that he is authorized it has the right and authority to enter into, execute and deliver this Agreement as the binding agreement of Oaktree and, to the extent legally permitted or enforceable, the Oaktree Group, and to bind agree to the terms and conditions set forth herein. The Debtors represent and warrant that they have the right and authority to enter into, execute and deliver this Agreement as the binding agreement of the Debtors and the Debtor Group, and to agree to the terms and conditions set forth herein, only with the approval of the Court. (b) The Debtors agree, no later than August 6, 2010, to file a motion (the “Settlement Motion”) seeking entry, on an expedited basis, of an order of the Court, pursuant to Bankruptcy Rule 9019, authorizing them to enter into, execute and deliver this Agreement as the binding agreement of the Debtors, and to agree to the terms and conditions set forth herein and to pursue, in good faith, entry of such an order on an expedited basis. Oaktree agrees, in good faith, to support the Debtors to obtain expedited approval of the Settlement Motion. (c) The Agreement, including all matters of construction, validity and performance, shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to choice of law or conflicts of law provisions. (d) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) The Parties acknowledge, represent and warrant that each has been fully advised by its attorney(s) concerning the execution of this Agreement, that each has fully read and understands the terms of this Agreement, and that each has freely and voluntarily executed this Agreement. Each Party has participated in the creation of this Agreement. No legal principle interpreting the Agreement against the drafter will apply. (f) This Agreement reflects the entire agreement and understanding between the Parties heretowith respect to the settlement and release contemplated herein. This Agreement may be modified or waived, in whole or in part, only by a written document signed by all of the Parties. . (g) No waiver of failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. (h) No Party may assign this Agreement in whole or in part without the prior written consent of the promisesother Party. (i) In connection with this Agreement and the settlement and releases effected hereby, obligationseach Party to this Agreement will, termsto the extent legally permitted, or conditions hereof shall be valid unless it is written execute and signed by the Party against whom the waiver is to be enforced. This Agreement deliver any additional documents and perform any additional acts that may be executed in identical counterparts, each of which shall constitute an original reasonably necessary or appropriate to effectuate and all of which shall constitute one perform its obligations under this Agreement and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. settlement effected hereby. (j) If any part or any provision portion of this Agreement shall be finally determined held to be invalid invalid, void, or unenforceable under applicable law by a court of competent jurisdictionotherwise unenforceable, then that part or provision portion shall be ineffective deemed modified (only to the extent necessary and in a manner consistent with the remainder of this Agreement) so as to be valid and enforceable or, if such invalidity or unenforceability onlymodification is not reasonably feasible, without shall be deemed to have been severed out of this Agreement, and the Parties acknowledge that the balance of this Agreement shall in any way affecting event be valid and enforceable unless the remaining parts of said provision or effect shall be to materially alter the remaining provisions terms and conditions of this Agreement. 3.3. (k) The Parties acknowledge that they have had the opportunity to consult with legal counsel covenants contained herein are fundamental for the protection of their choosing prior to entering into this Agreement the Parties’ legitimate business interests and that they enter in the event of any violation by any Party of any such covenants, the other Party’s remedies at law may be inadequate. In the event that either Party violates or attempts to violate the provisions of this Agreement knowingly Agreement, the other Party shall be entitled to specific performance and voluntarilyinjunctive relief or other equitable remedy without any showing of irreparable harm or damage, and the Parties hereby waive any requirement for the securing or posting of any bond or other security in connection with any such remedy. Such remedies shall not be deemed to be the exclusive remedies for any breach hereof but will be in addition to all other remedies available at law or in equity. 3.4. (l) Any notices required under this Agreement shall be served upon the Parties via telecopier and/or overnight priority mail or certified mail as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147:

Miscellaneous Terms and Conditions. 3.11. In consideration hereof, SteelCloud and PMS acknowledges that its successors, affiliates, assigns, agents, and attorneys hereby release and forever discharge OTR, and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out failure to fully comply with any of the Lease or the Premises. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories terms and/or conditions of this Agreement may result in the Department taking action to suspend or revoke its license to engage in business as a registered mortgage loan broker. 2. The Superintendent has agreed to the terms of this Agreement based on the written representations made to the Department, or the written materials submitted to the Department, by PMS - either directly or through its counsel - and the Department’s findings. To the extent that the written representations or written submissions, made by PMS to the Department - either directly or through its counsel - are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, PMS shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. PMS represents and warrants warrants, through the signature below, that he the terms and conditions of this Agreement were duly approved, and execution is authorized duly authorized. 5. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to execute any conflict of laws principles. 6. PMS waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and to bind the Parties hereto. This Agreement may be modified only by a written document signed by the Parties. No waiver of this Agreement or of any agrees that no provision of the promises, obligations, terms, Agreement is subject to review in any court or conditions hereof shall be valid unless it is written and signed by tribunal outside of the Party against whom Department. 7. In the waiver is to be enforced. This Agreement may be executed event that one or more provisions contained in identical counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If any part or any provision of this Agreement shall for any reason be finally determined to be invalid held invalid, illegal, or unenforceable under applicable law by a court of competent jurisdictionin any respect, that part or provision shall be ineffective to the extent of such invalidity invalidity, illegality, or unenforceability only, without in shall not affect any way affecting the remaining parts of said other provision or the remaining provisions of this Agreement. 3.38. The Parties acknowledge PMS acknowledges that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement and that they enter this Agreement knowingly and voluntarilyshall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other action affecting PMS, any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violation cited herein, or any other matter whether related or not to such violations. 3.49. Any notices required under this This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or her designee. 10. This Agreement shall be served upon enforceable and remain in effect unless stayed or terminated in writing by the Parties via telecopier and/or overnight priority mail Superintendent or her designee. 11. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent. 12. All written communications to the Department regarding this Agreement should be sent as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147:

Miscellaneous Terms and Conditions. 3.11. Licensee acknowledges that its failure to fully comply with any of the terms and/or conditions of this Agreement may result in the Department taking action to suspend or revoke its license to engage in business as a licensed mortgage banker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representations made to the Department, or the written materials submitted to the Department, by Licensee – either directly or through its counsel – and the Department’s findings. To the extent that the written representations or written submissions, made by Licensee to the Department – either directly or through its counsel—are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, Licensee shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. Licensee represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 6. Licensee waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court or tribunal outside of the Department. 7. In consideration hereofthe event that one or more provisions contained in this Agreement shall for any reason be held invalid, SteelCloud and its successorsillegal, affiliatesor unenforceable in any respect, assignssuch invalidity, agentsillegality, and attorneys hereby release and forever discharge OTRor unenforceability shall not affect any other provision of this Agreement. 8. Licensee acknowledges that entering into this Agreement shall not bar, and all estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department from taking any other, or additional, action affecting Licensee, or any of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principalscurrent or former owners, officers, partnersdirectors, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunalinsiders, or commission regardless of location, and whether now known their successors or unknown, liquidated or un-liquidated, that SteelCloud now has or may have hadassigns with respect to the violations cited herein, or that may hereafter accrue, arising out of the Lease any other matter whether related or the Premisesnot to such violations. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto9. This Agreement may not be altered, modified only by a written document or changed unless in writing signed on behalf of all parties to this Agreement. 10. This Agreement shall be enforceable and remain in effect until stayed, modified, suspended or terminated in writing by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforcedSuperintendent. 11. This Agreement may be executed in identical one or more counterparts, and shall become effective when such counterparts have been signed by each of which shall constitute an original the parties hereto and all of which shall constitute one So Ordered by the Superintendent or her designee. 12. All notices, reports, requests, and the same Agreement. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If other communications to any part or any provision of party pursuant to this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision in writing and shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall be served upon the Parties via telecopier and/or overnight priority mail directed as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147:

Miscellaneous Terms and Conditions. 3.1(a) Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time Executive or it executes this Release. In consideration hereof, SteelCloud Executive and its successors, affiliates, assigns, agentsthe Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and attorneys hereby release expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the negotiation and/or execution of this Release. (b) The parties warrant and forever discharge OTRrepresent that they have been offered no promise or inducement except as expressly provided in this Release, and all that this Release is not in violation of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principals, officers, partners, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunal, or commission regardless conflict with any other agreement of location, and whether now known or unknown, liquidated or un-liquidated, that SteelCloud now has or may have had, or that may hereafter accrue, arising out of the Lease or the Premiseseither party. 3.2. (c) All covenants and warranties contained in this Release are contractual and shall survive the closing of this Release. (d) This document contains the complete Agreement between the Parties and Release shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employeesin all respects upon, and attorneys. Each shall inure to the benefit of, the parties’ heirs, successors and assigns. (e) This Release shall be governed by the internal laws of the signatories Commonwealth of Virginia, irrespective of the choice of law rules of any jurisdiction. (f) Should any provision of this Agreement represents Release be declared illegal or unenforceable by any court of competent jurisdiction and warrants that he is authorized to execute this Agreement and to bind the Parties hereto. This Agreement may cannot be modified only to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect. Notwithstanding the foregoing, if Section 2(a), above, is declared void or unenforceable, then this Release shall be null and void and both parties shall be restored to the positions that they occupied before the Release’s execution (meaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the Company); provided that in such circumstances this Release and the facts and circumstances relating to its execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which Section 2(a) is declared unenforceable. (g) This Release constitutes the entire agreement of the parties and a written document complete merger of prior negotiations and agreements. (h) This Release shall not be modified except in a writing signed by the Partiesparties. (i) No term or condition of this Release shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Release, except by a writing signed by the party charged with the waiver or estoppel. No waiver of any breach of this Agreement or Release shall be deemed a waiver of any later breach of the promisessame provision or any other provision of this Release. (j) Headings are intended solely as a convenience and shall not control the meaning or interpretation of any provision of this Release. (k) Pronouns contained in this Release shall apply equally to the feminine, obligationsneuter and masculine genders. The singular shall include the plural, termsand the plural shall include the singular. (l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other party reasonably believes is necessary to carry out the purpose or effect of this Release. (m) Any party contesting the validity or enforceability of any term of this Release shall be required to prove by clear and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake of fact or law. (n) The parties acknowledge that they have reviewed this Release in its entirety and have had a full and fair opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the meaning and effect of this Release. Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the language used. (o) Every dispute arising from or relating to this Release shall be tried only in the state or federal courts situated in the Commonwealth of Virginia. The parties consent to venue in those courts, and agree that those courts shall have personal jurisdiction over them in, and subject matter jurisdiction concerning, any such action. (p) In any action relating to or arising from this Release, or conditions hereof involving its application, the party substantially prevailing shall be valid unless it is written and signed recover from the other party the expenses incurred by the Party against whom prevailing party in connection with the waiver action, including court costs and reasonable attorneys’ fees. If Executive is to be enforced. the substantially prevailing party, the Company shall pay such expenses within 60 days following the determination that she is the substantially prevailing party. (q) This Agreement Release may be executed in identical counterparts, each of which shall constitute an original and or by copies transmitted by telecopier, all of which shall constitute one and be given the same Agreementforce and effect as the original. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals[SIGNATURES FOLLOW] ROSETTA STONE LTD. If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement.EXECUTIVE By: By: 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall be served upon the Parties via telecopier and/or overnight priority mail as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇A. J▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇III, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇Chief Executive Officer S▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147

Miscellaneous Terms and Conditions. 3.11. NYP acknowledges that its failure to fully comply with any of the terms and/or conditions of this Agreement may result in the Department taking action to suspend or revoke its registration to engage in the business of a mortgage broker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the written representations made to the Department, or the written materials submitted to the Department, by NYP – either directly or through its counsel – and the Department’s findings. To the extent that the written representations or written submissions, made by NYP to the Department – either directly or through its counsel – are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, NYP shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. NYP represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 6. NYP waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of this Agreement is subject to review in any court or tribunal outside of the Department. 7. In consideration hereofthe event that one or more provisions contained in this Agreement shall for any reason be held invalid, SteelCloud and its successorsillegal, affiliatesor unenforceable in any respect, assignssuch invalidity, agentsillegality, and attorneys hereby release and forever discharge OTRor unenforceability shall not affect any other provision of this Agreement. 8. NYP acknowledges that entering into this Agreement shall not bar, and all estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department from taking any other, or additional, action affecting NYP, or any of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, attorneys, principalscurrent or former owners, officers, partnersdirectors, employees, members and managers, jointly and severally, from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or un-matured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, tribunalinsiders, or commission regardless of location, and whether now known their successors or unknown, liquidated or un-liquidated, that SteelCloud now has or may have hadassigns with respect to the violations cited herein, or that may hereafter accrue, arising out of the Lease any other matter whether related or the Premisesnot to such violations. 3.2. This document contains the complete Agreement between the Parties and shall be binding upon the Parties thereto, their predecessors, successors, parents, subsidiaries, partners, affiliates, assigns, agents, directors, officers, employees, and attorneys. Each of the signatories of this Agreement represents and warrants that he is authorized to execute this Agreement and to bind the Parties hereto9. This Agreement may not be modified only by a written document altered, modified, or changed unless in writing signed on behalf of all parties to this Agreement. 10. This Agreement shall be enforceable and remain in effect until stayed, modified, suspended, or terminated in writing by the Parties. No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to be enforcedSuperintendent. 11. This Agreement may be executed in identical one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same Agreement. 12. Signatures received via facsimile or pdf electronic transmission shall be acceptable as originals. If any part or any provision The effective date of this Agreement shall be finally determined to be invalid or unenforceable under applicable law is the date on which it is executed by a court of competent jurisdiction, that part or provision shall be ineffective the Deputy Superintendent. 13. All written communications to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement. 3.3. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their choosing prior to entering into Department regarding this Agreement and that they enter this Agreement knowingly and voluntarily. 3.4. Any notices required under this Agreement shall should be served upon the Parties via telecopier and/or overnight priority mail sent as follows: OTR, Renaissance Park ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Manager With a copy to: Seyfarth ▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire Notices to SteelCloud: SteelCloud, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 130 Ashburn, Virginia 20147: