INTERCLOUD SYSTEMS, INC. SUBORDINATED SECURED PROMISSORY NOTEIntercloud Systems, Inc. • April 19th, 2013 • Services-business services, nec
FOR VALUE RECEIVED, INTERCLOUD SYSTEMS, INC., a Delaware corporation (herein called the “Company”), hereby promises to pay to the order of ______________, an individual with a primary residence at ____________________ (the “Holder”), the principal sum of ______________________ Dollars ($__________) (the “Unadjusted Principal Amount”), subject to the conditions set forth below, together with interest upon the principal hereof at the rate of twenty-two hundredths percent (0.22%) per annum. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Purchase Agreement, dated as of April 3, 2013, by and among the Holder, AW Solutions, Inc., AW Solutions Puerto Rico, LLC, Bobby A. Varma, James Partridge, Emmanuel Poulin, Jeffrey DuBay and the Company, as amended (the “Purchase Agreement”).
AMENDMENT NO. 2 TO PURCHASE AGREEMENTPurchase Agreement • April 19th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
This Amendment No. 2 (this “Amendment”), dated as of April 15, 2013 to that certain Purchase Agreement (the “Agreement”), dated as of April 3, 2013 as amended by Amendment No. 1 dated April 9, 2013, is made and entered into by and among AW SOLUTIONS, INC., a Florida corporation (“AW Solutions”), AW SOLUTIONS PUERTO RICO, LLC, a Puerto Rico limited liability company (“AWPR,” and collectively with AW Solutions, the “Company”), KEITH W. HAYTER (“Hayter”), BOBBY A. VARMA (“Varma”), JAMES PARTRIDGE (“Partridge”), EMMANUEL POULIN (“Poulin”), JEFFREY DUBAY (“DuBay”) (each of Hayter, Varma, Partridge, Poulin and DuBay, a “Seller,” and collectively, the “Sellers”) and INTERCLOUD SYSTEMS, INC., a Delaware corporation (“Buyer”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.
SECURITY AGREEMENTSecurity Agreement • April 19th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 15, 2013, by and among AW SOLUTIONS, INC., a Florida corporation (“AW Solutions”), AW SOLUTIONS PUERTO RICO, LLC, a Puerto Rico limited liability company (“AWPR,” and collectively with AW Solutions, the “Grantors”), KEITH W. HAYTER (“Hayter”), BOBBY A. VARMA (“Varma”), JAMES PARTRIDGE (“Partridge”), EMMANUEL POULIN (“Poulin”), JEFFREY DUBAY (“DuBay”) (each of Hayter, Varma, Partridge, Poulin and DuBay, a “Seller,” and collectively, the “Sellers”).
