SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2015 • Intercloud Systems, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 14, 2015, is by and between InterCloud Systems, Inc., a Delaware corporation (the “Company”), and Dominion Capital LLC (the “Investor”).
ContractWarrant Agreement • May 18th, 2015 • Intercloud Systems, Inc. • Services-business services, nec
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENT DATED MAY 15, 2015, BY AND BETWEEN GPB LIFE SCIENCE HOLDING LLC (AS LENDER) AND INTERCLOUD SYSTEMS, INC. (AS BORROWER)Securities Purchase Agreement • May 18th, 2015 • Intercloud Systems, Inc. • Services-business services, nec
Reference is made to that certain Bridge Financing Agreement, dated as of December 3, 2015, by and between GPB Life Science Holdings, Inc. (“Lender”) and InterCloud Systems, Inc., a Delaware corporation (together with all of its successors and current and future direct and/or indirect Subsidiaries, collectively, the “Borrower”), as amended pursuant to Amendment No. 1 to the Bridge Financing Agreement dated May 15, 2015 by and between the Lender and the Borrower (“Amendment No. 1,” and, as may be further amended, extended, renewed, restated or otherwise modified from time to time, collectively, the “Loan Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Loan Agreement.
AMENDMENT NO. 1 TO THE BRIDGE FINANCING AGREEMENTBridge Financing Agreement • May 18th, 2015 • Intercloud Systems, Inc. • Services-business services, nec • New York
THIS AMENDMENT NO. 1 TO THE BRIDGE FINANCING AGREEMENT (this “Amendment No. 1”), is made as of May 15, 2015 (“Effective Date”), by and among GPB Life Science Holdings LLC (the “Lender”), and InterCloud Systems, Inc., a Delaware corporation (together with all of its successors and current and future direct and/or indirect Subsidiaries, collectively, the “Borrower,” and, collectively with the Lender, the “Parties”), and amends solely to the extent expressly provided herein (i) the Bridge Financing Agreement, made effective as of December 3, 2014 (the “First Agreement”), by and between the Borrower and Lender, and (ii) the Agreement to Purchase the $1,500,000 Additional Note, dated December 24, 2014, by and between the Borrower and the Lender pursuant to Section 2.13 of the First Agreement (the “Second Agreement,” and together with the First Agreement and all supplements, amendments, exhibits and annexes to the First Agreement and the Second Agreement including, but not limited to this Am
AMENDMENT AGREEMENTAmendment Agreement • May 18th, 2015 • Intercloud Systems, Inc. • Services-business services, nec • New York
THIS AMENDMENT AGREEMENT (the “Agreement”) is dated this 14th day of May, 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 Exchange Agreement (as defined below).
ContractTerm Promissory Note • May 18th, 2015 • Intercloud Systems, Inc. • Services-business services, nec • New York
THIS NOTE HAS NOT (AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR THE TRIGGERING OF AN EVENT OF DEFAULT MAY NOT HAVE) BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR THE TRIGGERING OF AN EVENT OF DEFAULT MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE OR SHARES OF STOCK ISSUABLE UPON DEFAULT UNDER THIS NOTE UNDER SUCH ACT UNLESS SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT.
