0001213900-14-002235 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • Florida

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 21st day of February 2014 (the “Effective Date”), by and between InterCloud Systems, Inc., a Delaware corporation (the “Company”), and Scott Davis (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • Florida

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 15th day of February 2014 (the "Effective Date"), by and between InterCloud Systems, Inc., a Delaware corporation (the "Company"), and Frank Jadevaia (the "Executive").

INTERCLOUD SYSTEMS, INC.
Intercloud Systems, Inc. • April 8th, 2014 • Services-business services, nec

Reference is made to that certain Exchange Agreement dated as of March 13, 2014, by and among INTERCLOUD SYSTEMS, INC. f/k/a GENESIS GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), RIVES-MONTEIRO LEASING, LLC, an Alabama limited liability company (“Rives”), TROPICAL COMMUNICATIONS, INC., a Florida corporation (“TCI”), ADEX CORPORATION, a New York corporation (“ADEX”), T N S, INC., an Illinois corporation (“TNS”), ADEXCOMM CORPORATION, a Florida corporation (“ADEXCOMM”), AW SOLUTIONS, INC., a Florida corporation (“AWS”), and INTEGRATION PARTNERS-NY CORPORATION, a New Jersey corporation (“IPC”), and DOMINION CAPITAL LLC and 31 GROUP LLC (collectively, the “Holders”) (the “Exchange Agreement”).

RedChip Agreement
Redchip Agreement • April 8th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • Florida

This JOINT MARKETING AGREEMENT (the “Agreement”) is made and entered into this day of November 8th, 2013, 2013 by and between RedChip Companies Inc., located at 500 Winderley Place, Suite 100, Maitland, Florida 32751 (hereinafter referred to as “RC”), and InterCloud Systems, Inc. (Hereinafter referred to as the “Company”) located at 331 Newman Springs Road, Building 1 Suite 104, Red Bank NJ, 07701.

July 31, 2012 Mr. Lawrence Sands Genesis Group Holdings, Inc. Boca Raton, FL 33431 Dear Lawrence,
Intercloud Systems, Inc. • April 8th, 2014 • Services-business services, nec • New York

The CSIR Group, LLC a New York corporation (“CSIR”) is pleased to offer investor relations services to Genesis Group Holdings Inc. (“GGHO” or “the Company”) pursuant to this Investor Relations agreement (“Agreement”) as outlined below:

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