UNDERWRITING AGREEMENT between INTERCLOUD SYSTEMS, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • September 10th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
The undersigned, InterCloud Systems, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of InterCloud Systems, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INTERCLOUD SYSTEMS, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 10th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
WARRANT AGENCY AGREEMENT made as of September ___, 2013 (the “Issuance Date”), between InterCloud Systems, Inc., a Delaware corporation, with offices at 331 Newman Springs Road, Building 1, Suite 104, Red Bank, New Jersey 07701 (“Company”), and Corporate Stock Transfer, with offices at 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209 (“Warrant Agent”).
