0001213900-15-002651 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • April 13th, 2015 • Intercloud Systems, Inc. • Services-business services, nec • New York

THIS EXCHANGE AGREEMENT (the "Agreement") is dated this seventh day of April, 2015, by and among INTERCLOUD SYSTEMS, INC., a Delaware corporation (the "Company") and the investor set forth on the signature pages hereto (the "Holder"). Capitalized terms not defined herein shall have the meaning as set forth in the Existing October Warrants (as defined below).

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EXCHANGE AGREEMENT
Exchange Agreement • April 13th, 2015 • Intercloud Systems, Inc. • Services-business services, nec • New York

THIS EXCHANGE AGREEMENT (the "Agreement") is dated this seventh day of April, 2015, by and among INTERCLOUD SYSTEMS, INC., a Delaware corporation (the "Company") and the investor set forth on the signature pages hereto (the "Holder"). Capitalized terms not defined herein shall have the meaning as set forth in the Warrants (as defined below).

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