AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 7th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • New York
This Amendment No. 1 (this “Amendment”), dated as of January 1, 2014, to that certain Stock Purchase Agreement (the “Agreement”), dated as of December 12, 2013, is made and entered into by and among InterCloud Systems, Inc., a Delaware corporation (“Purchaser”), Integration Partners-NY Corporation, a New Jersey corporation (the “Company”), and Barton F. Graf, Jr. (“Graf”), David C. Nahabedian (“Nahabedian”) and Frank Jadevaia (“Jadevaia”) (each of Graf, Nahabedian and Jadevaia, a “Seller” and collectively, the “Sellers”) as the sole shareholders of the Company. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.
8% CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 31, 2014Convertible Security Agreement • January 7th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • New York
THIS 8% CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued 8% Convertible Note of InterCloud Systems, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 331 Newman Springs Road, Building 1, Suite 104, Red Bank, NJ 07701, (this “Note”).
