0001213900-14-007183 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 10th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2014, is by and among InterCloud Systems, Inc., a Delaware corporation with offices located at 1030 Broad Street, Suite 102, Shrewsbury, New Jersey 07702 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 10th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 8, 2014, is by and among InterCloud Systems, Inc., a Delaware corporation with offices located at 1030 Broad Street, Suite 102, Shrewsbury, New Jersey 07702 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

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