Intercloud Systems, Inc. Sample Contracts

Intercloud Systems, Inc. – STOCK PURCHASE AGREEMENT (January 10th, 2019)

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.”

Intercloud Systems, Inc. – PUT OPTION AGREEMENT (April 17th, 2018)

This PUT OPTION AGREEMENT (this “Agreement”), dated as of March 3, 2015 (the “Effective Date”), is made by and between InterCloud Systems, Inc., a Delaware corporation (the “Company”), and Forward Investments, LLC, a Delaware limited liability company (“Optionee”).

Intercloud Systems, Inc. – TO CERTIFICATE OF INCORPORATION OF INTERCLOUD SYSTEMS, INC. (February 27th, 2018)

InterCloud Systems, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

Intercloud Systems, Inc. – AMENDED AND RESTATED CONSENT (February 27th, 2018)

This Amended and Restated Consent (“Consent”), dated as of February 20, 2018, is made by and between JGB (Cayman) Waltham Ltd. (“Holder”), JGB (Cayman) Concord Ltd. (“Concord”), InterCloud Systems, Inc., a Delaware corporation (the “Company”) and the guarantors executing this consent (the “Guarantors”).

Intercloud Systems, Inc. – STOCK PURCHASE AGREEMENT (February 12th, 2018)

6, 2018, by and among InterCloud Systems, Inc., a Delaware corporation (the “Seller” ); ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (collectively referred to as the “Company”), and Spectrum Global Solutions, Inc., a British Columbia 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.”

Intercloud Systems, Inc. – AMENDED AND RESTATED INVESTMENT AGREEMENT BY AND BETWEEN INTERCLOUD SYSTEMS, INC. AND DOMINION CAPITAL LLC Dated November 3, 2017 AMENDED AND RESTATED INVESTMENT AGREEMENT (November 6th, 2017)

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”).

Intercloud Systems, Inc. – REGISTRATION RIGHTS AGREEMENT (October 4th, 2017)

This Agreement is made pursuant to the Investment Agreement, dated as of even date herewith, between the Company and the Investor (the “Investment Agreement”).

Intercloud Systems, Inc. – INVESTMENT AGREEMENT BY AND BETWEEN INTERCLOUD SYSTEMS, INC. AND DOMINION CAPITAL LLC Dated October 4, 2017 INVESTMENT AGREEMENT (October 4th, 2017)

THIS INVESTMENT AGREEMENT is entered into as of the 4th day of October 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”).

Intercloud Systems, Inc. – NOTICE TO CURRENT INTERCLOUD StockHOLDERS (September 6th, 2017)

TO:ALL OWNERS OF INTERCLOUD SYSTEMS, INC. (“INTERCLOUD”) COMMON STOCK (TICKER SYMBOL: ICLD) AS OF JUNE 15, 2017, WHO CONTINUE TO OWN SUCH SHARES (“CURRENT INTERCLOUD STOCKHOLDERS”).

Intercloud Systems, Inc. – EXCHANGE AGREEMENT (August 8th, 2017)

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 27th day of July 2017, by and among InterCloud Systems, Inc. a Delaware corporation (the “Company”) and the parties listed below (each a “Holder”).

Intercloud Systems, Inc. – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF INTERCLOUD SYSTEMS, INC. (July 12th, 2017)

InterCloud Systems, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

Intercloud Systems, Inc. – ASSET PURCHASE AGREEMENT (May 22nd, 2017)

This ASSET PURCHASE AGREEMENT (“Agreement”) is dated as of May 15, 2017, by and between REDAPT SDN, LLC, a Washington limited liability company (“Buyer”), INTERCLOUD SYSTEMS, INC., a Delaware corporation (“Seller”).

Intercloud Systems, Inc. – ASSET PURCHASE AGREEMENT (May 1st, 2017)

This ASSET PURCHASE AGREEMENT, dated April 25, 2017 and effective as of April 1, 2017 (the “Effective Date”), is by and among Mantra Venture Group Ltd., a British Columbia corporation (“Buyer”), and InterCloud Systems, Inc., a Delaware corporation (“Seller”).

Intercloud Systems, Inc. – 4.67% CONVERTIBLE PROMISSORY NOTE DUE May 31, 2019 (March 10th, 2017)

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”).

Intercloud Systems, Inc. – EXCHANGE AGREEMENT (March 10th, 2017)

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”).

Intercloud Systems, Inc. – COMMON STOCK PURCHASE WARRANT INTERCLOUD SYSTEMS, INC. (March 1st, 2017)

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

Intercloud Systems, Inc. – ASSET PURCHASE AGREEMENT BY AND AMONG HWN, INC., ADEX CORPORATION, AND INTERCLOUD SYSTEMS, INC. (March 1st, 2017)
Intercloud Systems, Inc. – CONSENT (March 1st, 2017)

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”).

Intercloud Systems, Inc. – SECURITIES EXCHANGE AGREEMENT (March 1st, 2017)

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”).

Intercloud Systems, Inc. – THIRD AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY 31, 2019 (September 2nd, 2016)

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. – Second AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE DUE MAY 31, 2019 (September 2nd, 2016)

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.

Intercloud Systems, Inc. – AMENDMENT AGREEMENT (September 2nd, 2016)

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”).

Intercloud Systems, Inc. – Contract (September 2nd, 2016)

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.

Intercloud Systems, Inc. – SECURITY AGREEMENT (May 23rd, 2016)

This SECURITY AGREEMENT, dated as of February 18, 2016 (this “Agreement”), is among VaultLogix, LLC, a Delaware limited liability company (the “Debtor”), and the holder of the Debtor’s and InterCloud Systems, Inc.’s (the “Company”) 8.25% Senior Secured Convertible Note, in the original aggregate principal amount of $11,601,304.62 (the “Note”) signatory hereto, its endorsees, transferees and assigns (the “Secured Party”).

Intercloud Systems, Inc. – ADDITIONAL DEBTOR JOINDER May 23, 2016 Security Agreement dated as of February 18, 2016 made by VaultLogix, LLC, as Debtor to and in favor of the Secured Party identified therein (the “Security Agreement”) (May 23rd, 2016)

Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement.

Intercloud Systems, Inc. – FORBEARANCE AND AMENDMENT AGREEMENT (May 23rd, 2016)

This Waiver and Amendment Agreement (this "Agreement"), dated as of May 17, 2016, is made by and between JGB (Cayman) Concord Ltd. (the "Holder"), InterCloud Systems, Inc., a Delaware corporation (the "Company"), and VaultLogix, LLC, a Delaware limited liability company (“VaultLogix” and together with the Company, the Borrowers).

Intercloud Systems, Inc. – FORBEARANCE AND AMENDMENT AGREEMENT (May 23rd, 2016)

This Waiver and Amendment Agreement (this "Agreement"), dated as of May 17, 2016, is made by and between JGB (Cayman) Waltham Ltd. (the "Holder") and InterCloud Systems, Inc., a Delaware corporation (the "Company").

Intercloud Systems, Inc. – Contract (May 23rd, 2016)

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.

Intercloud Systems, Inc. – AMENDMENT AGREEMENT (May 23rd, 2016)

This Amendment Agreement (this "Agreement"), dated as of May 23, 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"), and VaultLogix, LLC, a Delaware limited liability company (“VaultLogix” and together with the Company, the “Borrowers”).

Intercloud Systems, Inc. – AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE DUE MAY 31, 2019 (May 23rd, 2016)

THIS AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE is the duly authorized and validly issued 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.

Intercloud Systems, Inc. – SECOND AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY 31, 2019 (May 23rd, 2016)

THIS SECOND 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. – Contract (May 23rd, 2016)

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.

Intercloud Systems, Inc. – ASSET PURCHASE AGREEMENT (February 19th, 2016)

This Asset Purchase Agreement (“Agreement”) is entered into as of February 17, 2016, by and among KeepItSafe, Inc., a Delaware corporation (“Buyer”), VaultLogix, LLC, a Delaware limited liability company, Data Protection Services, L.L.C., a Delaware limited liability company, and U.S. Data Security Acquisition, LLC, a Delaware limited liability company (each a “Seller”, and collectively “Sellers”), and each individual owner of interests in Sellers as set forth on the signature page to this Agreement (each an “Owner,” and collectively, the “Owners”). In this Agreement, each of Sellers, Owners and Buyer is sometimes called a “Party,” and together, “Parties.

Intercloud Systems, Inc. – SECURITIES EXCHANGE AGREEMENT (February 19th, 2016)

This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made effective as of February 18, 2016, by and between VaultLogix, LLC (“VaultLogix”), InterCloud Systems, Inc. (the “Company” and together with VaultLogix, the “Issuers” and each an “Issuer”) and the lender signatory hereto (the “Lender”), in its capacity as the sole lender and administrative agent under the LSA (as defined below).

Intercloud Systems, Inc. – 8.25% SENIOR SECURED CONVERTIBLE NOTE DUE February 18, 2019 (February 19th, 2016)

THIS 8.25% SENIOR SECURED CONVERTIBLE NOTE is the duly authorized and validly issued 8.25% 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 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.