THIRD AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY 31, 2019Intercloud Systems, Inc. • September 2nd, 2016 • Services-business services, nec • New York
THIS THIRD AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE due May 31, 2019 (this “Debenture”) is made by InterCloud Systems, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702, and amends and restates the 10% Original Issue Discount Senior Secured Convertible Debenture (as subsequently amended and restated, amended and otherwise modified) originally issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated December 29, 2015, by and between the Holder (as defined below) and the Company.
Second AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE DUE MAY 31, 2019Intercloud Systems, Inc. • September 2nd, 2016 • Services-business services, nec • New York
THIS SECOND AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE is the duly authorized and validly issued Second Amended and Restated Senior Secured Convertible Note of InterCloud Systems, Inc., a Delaware corporation, (the “Company”), and VaultLogix, LLC, a Delaware limited liability company (“VaultLogix” and together with the Company, the “Borrowers”), each having its principal place of business at 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702 (this “Note”). This Note is deemed issued pursuant to the Securities Exchange Agreement (the “Securities Exchange Agreement”), dated February 18, 2016, by and among the Holder (as defined below) and the Borrowers, and amends and restated the Note originally issued pursuant to the Securities Exchange Agreement on February 18, 2016.
AMENDMENT AGREEMENTAmendment Agreement • September 2nd, 2016 • Intercloud Systems, Inc. • Services-business services, nec • New York
This Amendment Agreement (this "Agreement"), dated as of September 1, 2016, is made by and between JGB (Cayman) Waltham Ltd. (the "JGB Waltham"), JGB (Cayman) Concord Ltd. (“JGB Concord”), InterCloud Systems, Inc., a Delaware corporation (the "Company"), VaultLogix, LLC, a Delaware limited liability company (“VaultLogix” and together with the Company, the “Borrowers”), and each of the Guarantors signatory hereto (the “Guarantors”).
ContractIntercloud Systems, Inc. • September 2nd, 2016 • Services-business services, nec • New York
THIS SECURITY HAS NOT 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. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
