SECOND AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY 31, 2019Intercloud Systems, Inc. • May 23rd, 2016 • Services-business services, nec • New York
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.
AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE DUE MAY 31, 2019Intercloud Systems, Inc. • May 23rd, 2016 • Services-business services, nec • New York
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.
FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • May 23rd, 2016 • Intercloud Systems, Inc. • Services-business services, nec • New York
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").
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”)Security Agreement • May 23rd, 2016 • Intercloud Systems, Inc. • Services-business services, nec
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.
ContractIntercloud Systems, Inc. • May 23rd, 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.
ContractIntercloud Systems, Inc. • May 23rd, 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.
AMENDMENT AGREEMENTAmendment Agreement • May 23rd, 2016 • Intercloud Systems, Inc. • Services-business services, nec • New York
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”).
FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • May 23rd, 2016 • Intercloud Systems, Inc. • Services-business services, nec • New York
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).
SECURITY AGREEMENTSecurity Agreement • May 23rd, 2016 • Intercloud Systems, Inc. • Services-business services, nec • New York
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”).
