COMMON STOCK PURCHASE WARRANT INTERCLOUD SYSTEMS, INC.Common Stock Purchase Warrant • March 1st, 2017 • Intercloud Systems, Inc. • Services-business services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JGB (Cayman) Waltham Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 28, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on November 28, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from InterCloud Systems, Inc., a Delaware corporation (the “Company”), up to that number of shares of Common Stock (as defined below) that would result in the Company receiving aggregate proceeds from the exercise of this Warrant of $1,000,000 (as subject to adjustment hereunder, the “Warrant Shares”). For purposes of the immediately preceding sentence, in the event of a “cashless exercise” of this Warrant pursuant to Section 2(c), the Company shall be deemed to have received proceeds equal to the amount of cash that it would hav
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 1st, 2017 • Intercloud Systems, Inc. • Services-business services, nec • New York
This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made effective as of February 28, 2017, by and between InterCloud Systems, Inc. (the “Company”), and JGB (Cayman) Waltham Ltd. (“JGBWL”).
ASSET PURCHASE AGREEMENT BY AND AMONG HWN, INC., ADEX CORPORATION, AND INTERCLOUD SYSTEMS, INC.Asset Purchase Agreement • March 1st, 2017 • Intercloud Systems, Inc. • Services-business services, nec • Illinois
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of February 28, 2017, and is made effective as of February 1, 2017, and is made and entered into by and among HWN, INC., a Delaware corporation (the “Purchaser”), ADEX CORP., a New York corporation (“ADEX”), INTERCLOUD SYSTEMS, INC., a Delaware corporation (“InterCloud,” and together with ADEX, the “Seller”).
CONSENTConsent • March 1st, 2017 • Intercloud Systems, Inc. • Services-business services, nec • New York
This Consent (“Consent”), dated as of February 28, 2017, is made by JGB (Cayman) Waltham Ltd. (“JGBWL”) and the JGB (Cayman) Concord Ltd. (“JGBCL” and together, the “Holders” and each a “Holder”) in favor of interCloud Systems, Inc., a Delaware corporation (the “Company”) and the guarantor’s executing this consent (the “Guarantors”).
