SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2015 • Intercloud Systems, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 29, 2015, between InterCloud Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2017 • Intercloud Systems, Inc. • Services-business services, nec
This Agreement is made pursuant to the Investment Agreement, dated as of even date herewith, between the Company and the Investor (the “Investment Agreement”).
UNDERWRITING AGREEMENT between INTERCLOUD SYSTEMS, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • September 10th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
The undersigned, InterCloud Systems, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of InterCloud Systems, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
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 PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 13, 2013, between InterCloud Systems, Inc., a Delaware corporation (the “Company”) and the investors set forth in Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2015 • Intercloud Systems, Inc. • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 12, 2015, by and among InterCloud Systems, Inc. Inc., a Delaware corporation, with headquarters located at 1030 Broad, Street, Suite 102, Shrewsbury, NJ 07702 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
WITNESSETH:Share Purchase Agreement • October 24th, 2001 • Genesis Realty Group Inc • Services-business services, nec • New York
UNDERWRITING AGREEMENT between INTERCLOUD SYSTEMS, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • November 1st, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
The undersigned, InterCloud Systems, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of InterCloud Systems, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractIntercloud Systems, Inc. • May 18th, 2015 • 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 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”).
12% CONVERTIBLE DEBENTUREIntercloud Systems, Inc. • December 18th, 2013 • Services-business services, nec • New York
THIS 12% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Convertible Debentures of InterCloud Systems, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 331 Newman Springs Road, Building 1, Suite 104, Red Bank, NJ 07701, designated as its 12% Convertible Debenture due 2015 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
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.
INTERCLOUD SYSTEMS, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 10th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
WARRANT AGENCY AGREEMENT made as of September ___, 2013 (the “Issuance Date”), between InterCloud Systems, Inc., a Delaware corporation, with offices at 331 Newman Springs Road, Building 1, Suite 104, Red Bank, New Jersey 07701 (“Company”), and Corporate Stock Transfer, with offices at 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209 (“Warrant Agent”).
EXCHANGE AGREEMENTExchange Agreement • March 10th, 2017 • Intercloud Systems, Inc. • Services-business services, nec • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated March 8, 2017, by and among InterCloud Systems, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company (collectively, “Subsidiaries”), and the parties identified on Schedule A hereto (each a “Holder” collectively the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 21st day of February 2014 (the “Effective Date”), by and between InterCloud Systems, Inc., a Delaware corporation (the “Company”), and Scott Davis (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of the 1st day of July, 2014 by and between InterCloud Systems, Inc., a Delaware corporation (the "Company"), and 31 Group, LLC (the "Investor").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
This Agreement is made pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, between the Company and the Investor, among others.
WARRANTGenesis Group Holdings Inc • December 5th, 2012 • Services-business services, nec • New York
EXECUTIVE EMPLOYMENT AGREEMENT GENESIS GROUP HOLDINGS INC.Executive Employment Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 16, 2010 by and between Genesis Group Holdings, Inc., a company incorporated and existing under the laws of the State of DELAWARE (the “Company”), and BILLY CAUDILL, an individual (the “Executive”). The term “Company”as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries or affiliates of its parent companies (collectively, the “Group”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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...Intercloud Systems, Inc. • March 10th, 2017 • Services-business services, nec • New York
THIS 4.67% Convertible Promissory Note is a duly authorized and validly issued 4.67% Convertible Promissory Note of InterCloud Systems, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 1030 Broad Street, Suite 102, Shrewsbury, New Jersey 07702, designated as its 4.67% Convertible Promissory Note, due May 31, 2019 (this Note, the “Note” and, collectively with the other notes of such series, the “Notes”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2014 • Intercloud Systems, Inc. • Services-business services, nec • Florida
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 15th day of February 2014 (the "Effective Date"), by and between InterCloud Systems, Inc., a Delaware corporation (the "Company"), and Frank Jadevaia (the "Executive").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 10th, 2019 • Intercloud Systems, Inc. • Services-business services, nec • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 4, 2019, by and among InterCloud Systems, Inc., a Delaware corporation (the “Seller”); TNS, Inc. (aka Telnet Solutions) (the “Company”), and Spectrum Global Solutions, Inc., a Nevada corporation (“Buyer”). Buyer, the Seller and the Company are each a “Party” to this Agreement and are sometimes referred to hereinafter collectively as the “Parties.”
LOAN AND SECURITY AGREEMENT among GENESIS GROUP HOLDINGS, INC. as Borrower, RIVES-MONTEIRO LEASING, LLC and TROPICAL COMMUNICATIONS, INC. each as Guarantor and MIDMARKET CAPITAL PARTNERS, LLC as Agent Dated as of September 17, 2012Loan and Security Agreement • May 21st, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
This LOAN AND SECURITY AGREEMENT is dated as of September 17, 2012 and entered into by and among GENESIS GROUP HOLDINGS, INC., a Delaware limited liability company (“Borrower”), RIVES-MONTEIRO LEASING, LLC, an Alabama limited liability company, TROPICAL COMMUNICATIONS, INC., a Florida corporation, and each other Person that is, or may from time to time hereafter become, a party to this Agreement as a guarantor, specifically including each Target that becomes a Domestic Subsidiary upon consummation of the Acquisition and executes and delivers the Joinder Agreement, as such terms are defined below (collectively, the “Guarantors,” and each a “Guarantor”), MIDMARKET CAPITAL PARTNERS, LLC, a Delaware limited liability company (“MMCP”), in its capacity as agent for the Lenders, as hereinafter defined (in such capacity, the “Agent”) and each of the financial institutions which is now or which hereafter becomes a party hereto as a lender (each individually a “Lender”, and collectively, the “Le
AMENDED AND RESTATED INVESTMENT AGREEMENT BY AND BETWEEN INTERCLOUD SYSTEMS, INC. AND DOMINION CAPITAL LLC Dated November 3, 2017 AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • November 6th, 2017 • Intercloud Systems, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED INVESTMENT AGREEMENT is entered into as of the 3rd day of November 2017 this “Agreement”), by and between Dominion Capital, LLC (the “Investor”), and INTERCLOUD SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into this ____ day of ___________, 201_ by and between Genesis Group Holdings, Inc., a Delaware corporation (the “Corporation”), and _____________ (the “Indemnitee”) and is to be effective as of the time the Indemnitee first provided service to the Corporation as an officer and/or director.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 18th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 12, 2013, is entered into by and among InterCloud Systems, Inc., a Delaware corporation (“Purchaser”), Integration Partners-NY Corporation, a New Jersey corporation (the “Company”), and Barton F. Graf, Jr. (“Graf”), David C. Nahabedian (“Nahabedian”) and Frank Jadevaia (“Jadevaia”) (each of Graf, Nahabedian and Jadevaia, a “Seller” and collectively the “Sellers”) as the sole shareholders of the Company.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec
WHEREAS, each of the undersigned desires to subscribe for shares representing, in the aggregate, ___________(___ ) shares of Series H Preferred Stock (the “Shares”) in Genesis Group Holdings Inc. (the “Company”) in consideration for a total investment of ____________ Dollars ( $_______ ) and
PLEDGE AGREEMENTPledge Agreement • March 26th, 2013 • Intercloud Systems, Inc. • Services-business services, nec • New York
This Agreement is executed in connection with that certain Loan and Security Agreement of dated as of September 17, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among InterCloud Systems, Inc. f/k/a Genesis Group Holdings, Inc., a Delaware corporation, as borrower (the “Borrower”), Rives-Monteiro Leasing, LLC, an Alabama limited liability company and Tropical Communications, Inc., a Florida corporation, each as a guarantor, each other Person joined thereto as a guarantor, including Pledgor, the various financial institutions named therein or which hereafter become a party thereto as lenders (collectively, the “Lenders” and each individually a “Lender”) and Secured Party, as Agent to the Lenders. Pledgor has agreed to execute and deliver this Agreement to Secured Party, in its capacity as Secured Party, to provide additional security for the Obligations as defined and described in the Loan Agreement and th
ContractStock Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
ASSUMPTION AND JOINDER AGREEMENT, dated as of September 17, 2012 (this “Joinder”), is executed in connection with that certain Loan and Security Agreement dated as of September 17, 2012 (as may be amended, restated, supplement or modified from time to time, the “Loan Agreement”) among GENESIS GROUP HOLDINGS, INC., a Delaware corporation, RIVES-MONTEIRO LEASING, LLC, an Alabama limited liability company, TROPICAL COMMUNICATIONS, INC., a Florida corporation, each other Person joined thereto as a guarantor, the various financial institutions party thereto as lenders (collectively, the “Lenders”), MIDMARKET CAPITAL PARTNERS, LLC, as agent for the Lenders. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given to such terms in the Loan Agreement.
Purchase and Sale AgreementPurchase and sale agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec
This Purchase and Sale Agreement ("PSA") is hereby made this 30th of July 2012, by and among Genesis Group Holdings Inc. as "'Seller" and Billy Caudill as Purchaser concerning the stock of Digital Comm Inc. (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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New Jersey
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 19, 2012, is entered into by and between GENESIS GROUP HOLDINGS, INC., a Delaware corporation (“Parent”) and TEKMARK GLOBAL SOLUTIONS, LLC a New Jersey Limited Liability Company (“Seller”). Seller, Parent and Purchaser (as defined below) may be referred to from time to time in this Agreement, individually as a “Party” and collectively as the “Parties.”
12% SENIOR CONVERTIBLE NOTE DUE 2017Intercloud Systems, Inc. • August 12th, 2015 • Services-business services, nec • New York
THIS 12% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Senior Convertible Notes of InterCloud Systems, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702, designated as its 12% Senior Convertible Notes due 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 5th, 2012 • Genesis Group Holdings Inc • Services-business services, nec • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of September 6, 2012 (the “Closing Date”) is entered into by and between UTA Capital, LLC, as purchaser (the “Purchaser”), and Genesis Group Holdings, Inc., as issuer (the “Company”).
