ICLD / InterCloud Systems, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

InterCloud Systems, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1128725
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to InterCloud Systems, Inc.
SEC Filings (Chronological Order)
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February 13, 2020 SC 13G

ICLD / InterCloud Systems, Inc. / SHOOKER DOUGLAS R - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

May 10, 2019 8-K

Entry into a Material Definitive Agreement

8-K 1 f8kintercloud.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2019 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction (Commiss

April 1, 2019 NT 10-K

ICLD / InterCloud Systems, Inc. NOTIFICATION OF LATE FILING

NT 10-K 1 ext10k2018intercloudsystem.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report

March 12, 2019 DEF 14C

ICLD / InterCloud Systems, Inc. DEF 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) ☒ Definitive Information Statement INTERCLOUD SYSTEMS, INC.

February 20, 2019 PRE 14C

ICLD / InterCloud Systems, Inc. PRELIMINARY PROXY STATEMENT

PRE 14C 1 pre14c0219intercloud.htm PRELIMINARY PROXY STATEMENT INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) ☐ Definitive Information Statement INTERCLOUD SYSTEMS, INC. (Name of Registrant As Specified In Charter

January 30, 2019 SC 13G/A

ICLD / InterCloud Systems, Inc. / SHOOKER DOUGLAS R - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

January 10, 2019 EX-2.1

Stock Purchase Agreement between Spectrum Global Solutions, Inc and InterCloud Systems, Inc,.

EX-2.1 2 f8k010419ex2-01intercloud.htm STOCK PURCHASE AGREEMENT BETWEEN SPECTRUM GLOBAL SOLUTIONS, INC AND INTERCLOUD SYSTEMS, INC. Exhibit 2.01 STOCK PURCHASE AGREEMENT 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 S

January 10, 2019 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Completion of Acquisition or Disposition of Assets

8-K 1 f8k010419intercloudsys.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 4, 2019 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or

December 12, 2018 RW

ICLD / InterCloud Systems, Inc. REGISTRATION WITHDRAWAL REQUEST

InterCloud Systems, Inc. 1030 Broad Street, Suite 102 Shrewsbury, New Jersey 07702 December 11, 2018 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: InterCloud Systems, Inc. Registration Statement on Form S-1 File No. 333-220812 Ladies and Gentlemen: In accordance with Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), InterClou

December 7, 2018 CORRESP

ICLD / InterCloud Systems, Inc. CORRESP

December 7, 2018 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 7, 2018 10-K/A

Annual Report - AMENDMENT NO. 1 TO ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A Amendment No.

November 19, 2018 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD SYSTEMS, IN

November 14, 2018 NT 10-Q

ICLD / InterCloud Systems, Inc. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

November 13, 2018 CORRESP

ICLD / InterCloud Systems, Inc. CORRESP

November 13, 2018 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 14, 2018 10-Q/A

ICLD / InterCloud Systems, Inc. AMENDMENT NO. 1 TO FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLO

August 14, 2018 10-Q

ICLD / InterCloud Systems, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD SYSTEMS, INC. (N

August 3, 2018 EX-10.1

Order Approving Stipulation for Settlement of Claims

Exhibit 10.1

August 3, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 23, 2018 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commission

May 31, 2018 RW

ICLD / InterCloud Systems, Inc. REGISTRATION WITHDRAWAL REQUEST

InterCloud Systems, Inc. 1030 Broad Street, Suite 102 Shrewsbury, New Jersey 07702 May 31, 2018 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: InterCloud Systems, Inc. Registration Statement on Form S-3 File No. 333-203283 Ladies and Gentlemen: In accordance with Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), InterCloud Sys

May 21, 2018 10-Q

ICLD / InterCloud Systems, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD SYSTEMS, INC. (

May 15, 2018 NT 10-Q

ICLD / InterCloud Systems, Inc. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

April 17, 2018 EX-21.1

List of Subsidiaries

Exhibit 21.1 Name Ownership Percentage Jurisdiction of Organization Rives-Monteiro Engineering, LLC 49% Alabama Rives-Monteiro Leasing, LLC 100% Alabama T N S, Inc. 100% Illinois SDN Systems, LLC 90% Delaware

April 17, 2018 EX-10.26

Put Option Agreement, dated as of March 3, 2015, by and between the Company and Forward Investments, LLC.

Exhibit 10.26 PUT OPTION AGREEMENT 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”). WHEREAS, the Company has previously issued one or more convertible promissory notes to Optionee; an

April 17, 2018 10-K

ICLD / InterCloud Systems, Inc. ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 151(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-32037 InterCloud Systems, Inc.

April 2, 2018 NT 10-K

ICLD / InterCloud Systems, Inc. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2017 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F

March 13, 2018 S-8

ICLD / InterCloud Systems, Inc. REGISTRATION STATEMENT

S-8 1 fs82018intercloudsystems.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 13, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 65-0963722 (State or

March 13, 2018 EX-99.1

Form of letter agreement that the Company had entered into with each of Dealy Silberstein & Braverman, LLP, Sichenzia Ross Ference Kesner LLP, Pryor Cashman LLP and Kevin Clune CPA. (1)(2)

EX-99.1 5 fs82018ex99-1intercloudsys.htm FORM OF LETTER AGREEMENT THAT THE COMPANY HAD ENTERED INTO WITH EACH OF DEALY SILBERSTEIN & BRAVERMAN, LLP, SICHENZIA ROSS FERENCE KESNER LLP, PRYOR CASHMAN LLP AND KEVIN CLUNE CPA Exhibit 99.1 , 2018 InterCloud Systems, Inc. 1030 Broad Street, Suite 102 Shrewsbury, NJ 07702 Dear Sir / Madam: This letter shall confirm our understanding that shall receive, a

February 27, 2018 EX-10.1

Amended and Restated Consent, dated as of February 20, 2018

EX-10.1 3 f8k022218ex10-1intercloud.htm AMENDED AND RESTATED CONSENT, DATED AS OF FEBRUARY 20, 2018 Exhibit 10.1 AMENDED AND RESTATED CONSENT 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 guarant

February 27, 2018 8-K

Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 f8k022218intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2018 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or

February 27, 2018 EX-3.1

Certificate of Amendment of the Certificate of Incorporation of InterCloud Systems, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF INTERCLOUD SYSTEMS, INC. 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: FIRST: The name of this corporation is InterCloud Systems, Inc. SECOND: The date of filing of the Corporation?s ori

February 12, 2018 EX-10.1

Stock Purchase Agreement, dated as of February 6, 2018, by and among the Company and Spectrum Global Solutions, Inc.

EX-10.1 2 f8k020618ex10-1intercloud.htm STOCK PURCHASE AGREEMENT, DATED AS OF FEBRUARY 6, 2018, BY AND AMONG THE COMPANY AND SPECTRUM GLOBAL SOLUTIONS, INC. Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of February 6, 2018, by and among InterCloud Systems, Inc., a Delaware corporation (the “Seller” ); ADEX Corp., ADEX Puerto Rico

February 12, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k020618intercloudsystems.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2018 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (Sta

January 25, 2018 SC 13G/A

ICLD / InterCloud Systems, Inc. / SHOOKER DOUGLAS R - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

January 8, 2018 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2018 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commissio

December 21, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commiss

December 20, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commiss

December 19, 2017 DEF 14C

ICLD / InterCloud Systems, Inc. DEFINITIVE INFORMATION STATEMENT

INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) ? Definitive Information Statement INTERCLOUD SYSTEMS, INC.

December 6, 2017 PRE 14C

ICLD / InterCloud Systems, Inc. PRELIMINARY INFORMATION STATEMENT

INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) ? Definitive Information Statement INTERCLOUD SYSTEMS, INC.

November 14, 2017 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of inco

November 14, 2017 10-Q

ICLD / InterCloud Systems, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD SYSTEMS, IN

November 14, 2017 EX-3.1

Certificate of Designation of Series L Convertible Preferred Stock of InterCloud Systems, Inc.

EX-3.1 2 f8k101117a1ex3-1intercloud.htm CERTIFICATE OF DESIGNATION OF SERIES L CONVERTIBLE PREFERRED STOCK OF INTERCLOUD SYSTEMS, INC. Exhibit 3.1

November 6, 2017 S-1/A

As filed with the Securities and Exchange Commission on November 3, 2017

S-1/A 1 fs12017a1intercloudsystems.htm AMENDMENT NO. 1 TO REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 3, 2017 Registration No. 333-220812 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 InterCloud Systems, Inc. (Exact Name of Registrant as Specifie

November 6, 2017 EX-10.78

AMENDED AND RESTATED INVESTMENT AGREEMENT BY AND BETWEEN INTERCLOUD SYSTEMS, INC. DOMINION CAPITAL LLC November 3, 2017 AMENDED AND RESTATED INVESTMENT AGREEMENT

Exhibit 10.78 AMENDED AND RESTATED INVESTMENT AGREEMENT BY AND BETWEEN INTERCLOUD SYSTEMS, INC. AND DOMINION CAPITAL LLC Dated November 3, 2017 AMENDED AND RESTATED INVESTMENT AGREEMENT 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 corporatio

October 19, 2017 8-K

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commissi

October 11, 2017 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commissio

October 4, 2017 EX-10.77

INVESTMENT AGREEMENT BY AND BETWEEN INTERCLOUD SYSTEMS, INC. DOMINION CAPITAL LLC October 4, 2017

Exhibit 10.77 INVESTMENT AGREEMENT BY AND BETWEEN INTERCLOUD SYSTEMS, INC. AND DOMINION CAPITAL LLC Dated October 4, 2017 1 INVESTMENT AGREEMENT 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 Delawar

October 4, 2017 EX-4.12

REGISTRATION RIGHTS AGREEMENT

Exhibit 4.12 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of October 4, 2017, between InterCloud Systems, Inc., a Delaware corporation (the ?Company?), and Dominion Capital, LLC, a Connecticut limited liability company (the ?Investor?). This Agreement is made pursuant to the Investment Agreement, dated as of even date herewith, bet

October 4, 2017 S-1

As filed with the Securities and Exchange Commission on October 4, 2017

As filed with the Securities and Exchange Commission on October 4, 2017 Registration No.

October 4, 2017 EX-21.1

EX-21.1

EX-21.1 4 fs12017ex21-1intercloud.htm LIST OF SUBSIDIARIES Exhibit 21.1 Name Ownership Percentage Jurisdiction of Organization Tropical Communications, Inc. 100% Florida Rives-Monteiro Engineering, LLC 49% Alabama Rives-Monteiro Leasing, LLC 100% Alabama T N S, Inc. 100% Illinois ADEX Corporation 100% New York ADEXCOMM Corporation 100% Florida ADEX Puerto Rico LLC 100% Puerto Rico AW Solutions, In

September 6, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 f8k082517intercloudsys.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or

September 6, 2017 EX-99.1

UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY

Exhibit 99.1 UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY wasseem hamdan, Derivatively on Behalf of INTERCLOUD SYSTEMS, INC., Plaintiff, vs. MARK MUNRO, et al., Defendants, INTERCLOUD SYSTEMS, INC., Nominal Defendant. Lead Case No.: 3:16-cv-03706-PGS JOHN SCRUTCHENS, Derivatively on Behalf of INTERCLOUD SYSTEMS, INC., Plaintiff, vs. MARK MUNRO, et al., Defendants, INTERCLOUD SYSTEMS, INC.,

September 5, 2017 DEF 14C

InterCloud Systems DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) ? Definitive Information Statement INTERCLOUD SYSTEMS, INC. (Name of

August 23, 2017 PRE 14C

InterCloud Systems PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) ? Definitive Information Statement INTERCLOUD SYSTEMS, INC. (Name of

August 14, 2017 10-Q

ICLD / InterCloud Systems, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD SYSTEMS, INC. (N

August 7, 2017 EX-10.1

Exchange Agreement by and among InterCloud Systems, Inc. and certain holders of InterCloud Systems, Inc.’s promissory notes, dated July 27, 2017.

Exhibit 10.1 EXCHANGE AGREEMENT 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”). WHEREAS, the individual Holder beneficially owns and holds a certain Promissory Note or multiple Promissory Notes, as set forth on Exhibit A hereto (the “Note(s)”);

August 7, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commission

August 7, 2017 EX-4.1

Certificate of Designation of InterCloud Systems, Inc., dated July 26, 2017.

Exhibit 4.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “INTERCLOUD SYSTEMS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF JULY, A.D. 2017, AT 4:06 O’CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RE

July 12, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 7, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction (Commission (I.R.S. Employer of

July 12, 2017 EX-3.1

Certificate of Amendment of the Certificate of Incorporation of InterCloud Systems, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF INTERCLOUD SYSTEMS, INC. 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: FIRST: The name of this corporation is InterCloud Systems, Inc. SECOND: The date of filing of the Corporation?s ori

July 12, 2017 SC 13G

ICLD / InterCloud Systems, Inc. / Dominion Capital L.L.C. - SC 13G Passive Investment

SC 13G 1 v470694sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Intercloud Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 458488301 (CUSIP Number) Mikhail Gurevich 3 Fraser Lane Westport, Connecticut 06880 (203) 293-8313 (Name, Address and Telephone Number of Person Authorize

July 7, 2017 EX-16.1

Letter of WithumSmith+Brown, PC, dated July 7, 2017

EX-16.1 2 f8k070517ex16iintercloud.htm LETTER OF WITHUMSMITH+BROWN, PC, DATED JULY 7, 2017 Exhibit 16.1 July 7, 2017 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 We have been furnished with a copy of the disclosures in Item 4.01 of Form 8-K for the event that occurred on July 5, 2017, to be filed by our former client, Intercloud Systems, Inc. We agree with the st

July 7, 2017 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 f8k070517intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other

May 22, 2017 EX-10.1

Asset Purchase Agreement, dated as of May 15, 2017, by and among the Company and Redapt SDN, LLC.

Exhibit 10.1 ASSET PURCHASE AGREEMENT 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?). RECITALS A. Seller is the owner of SDN Essentials, a division of Seller which was purchased from SDN Essentials, LLC, and which is engaged in the

May 22, 2017 8-K

InterCloud Systems CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commission F

May 12, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 ☐ TRANSITION REPORT UNDER SECTIO

10-Q 1 f10q0317intercloudsystem.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISS

May 1, 2017 EX-10.1

Asset Purchase Agreement, dated as of April 25, 2017, by and among the Company and Mantra Venture Group Ltd.

Exhibit 10.1 ASSET PURCHASE AGREEMENT 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?). P R E M I S E S: WHEREAS, Seller?s subsidiaries AW Solutions, Inc. and AW Solutions Puerto Rico LLC ar

May 1, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k042517intercloudsys.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or

March 14, 2017 EX-21.1

EX-21.1

EX-21.1 2 f10k2016ex21iintercloudsys.htm LIST OF SUBSIDIARIES Exhibit 21.1 Name Ownership Percentage Jurisdiction of Organization Tropical Communications, Inc. 100% Florida Rives-Monteiro Engineering, LLC 49% Alabama Rives-Monteiro Leasing, LLC 100% Alabama T N S, Inc. 100% Illinois ADEX Corporation 100% New York ADEXCOMM Corporation 100% Florida ADEX Puerto Rico LLC 100% Puerto Rico AW Solutions,

March 14, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 151(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 151(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-32037 InterCloud Systems, Inc.

March 9, 2017 EX-10.2

4.67% CONVERTIBLE PROMISSORY NOTE DUE May 31, 2019

Exhibit 10.2 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 SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

March 9, 2017 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8k030917intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or othe

March 9, 2017 EX-10.1

EXCHANGE AGREEMENT

EX-10.1 2 f8k030917ex10iintercloud.htm EXCHANGE AGREEMENT, DATED AS OF MARCH 8, 2017, BY AND AMONG THE COMPANY, THE SUBSIDIARIES OF THE COMPANY, AND THE HOLDERS PARTY THERETO. Exhibit 10.1 EXCHANGE AGREEMENT 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 (collect

March 1, 2017 EX-99.1

InterCloud Reduces Convertible Debt with the sale of High Wire Business Division

Exhibit 99.1 InterCloud Reduces Convertible Debt with the sale of High Wire Business Division NEW YORK, Feb. 28, 2017 (GLOBE NEWSWIRE) - InterCloud Systems, Inc. (the ?Company? or ?InterCloud?) (NASDAQ:ICLD), a leading provider of cloud networking orchestration and automation solutions and services, today announced the sale of the High Wire Networks division of ADEX Corporation. ADEX?s High Wire d

March 1, 2017 EX-10.2

Consent, dated as of February 28, 2017, by and among the Company and the Holders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2017).

Exhibit 10.2 CONSENT 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?). WHEREAS, JGBWL is the holder of that certai

March 1, 2017 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2017 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commiss

March 1, 2017 EX-10.4

Common Stock Purchase Warrant, dated February 28, 2017, executed by the Company in favor of the Holder party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2017).

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 REGIST

March 1, 2017 EX-10.3

Securities Exchange Agreement, dated as of February 28, 2017, by and between the Company and the Holder party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2017).

Exhibit 10.3 SECURITIES EXCHANGE AGREEMENT 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”). RECITALS WHEREAS, the Company and JGBWL are parties to the Securities Purchase Agreement dated as of December 29, 2015 (as may be amended, amended and restated, s

March 1, 2017 EX-10.1

Asset Purchase Agreement, dated as of February 28, 2017, by and among the Company, ADEX Corporation, and HWN, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2017).

Exhibit 10.1 EXECUTION COPY ASSET PURCHASE AGREEMENT BY AND AMONG HWN, INC., ADEX CORPORATION, AND INTERCLOUD SYSTEMS, INC. TABLE OF CONTENTS Page No. ARTICLE 1 ACQUISITION OF THE BUSINESS 1 Section 1.1. Sale and Transfer of Certain Assets of the Business 1 Section 1.2. Excluded Assets 2 Section 1.3. Liabilities 2 Section 1.4. Employees 3 Section 1.5. Purchase Price for the Business 3 ARTICLE 2 DU

January 31, 2017 SC 13G/A

ICLD / InterCloud Systems, Inc. / SHOOKER DOUGLAS R - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

November 17, 2016 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commiss

November 10, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commissi

November 9, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD SYSTEMS, IN

September 15, 2016 CORRESP

InterCloud Systems ESP

September 15, 2016 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

September 2, 2016 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commiss

September 2, 2016 EX-10.1

Third Amended and Restated Senior Secured Convertible Debenture, dated as of September 1, 2016, issued by InterCloud Systems, Inc. to the Holder party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2016).

Exhibit 10.1 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 SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

September 2, 2016 EX-10.3

Second Amended and Restated Senior Secured Convertible Note, dated as of September 1, 2016, issued by InterCloud Systems, Inc. and VaultLogix, LLC, to the Holder party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2016).

Exhibit 10.3 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 SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

September 2, 2016 EX-10.2

Amended and Restated Senior Secured Note, dated as of September 1, 2016, issued by InterCloud Systems, Inc. to the Holder party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2016).

Exhibit 10.2 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 AVA

September 2, 2016 EX-10.4

Amendment Agreement, dated as of September 1, 2016, by and between the Holder, the Holder Affiliate, InterCloud Systems, Inc., VaultLogix, LLC, and each of the Guarantors party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2016).

Exhibit 10.4 AMENDMENT AGREEMENT 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 ?Borrower

August 30, 2016 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commissio

August 26, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 f8k082216intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or ot

August 26, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 f8k082216intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or ot

August 18, 2016 CORRESP

InterCloud Systems ESP

August 18, 2016 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 9, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 ☐ TRANSITION REPORT UNDER SECTION

10-Q 1 f10q0616intercloudsys.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION

July 19, 2016 DEF 14A

InterCloud Systems PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

July 18, 2016 CORRESP

InterCloud Systems ESP

July 18, 2016 Via Edgar Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

July 15, 2016 PRER14A

InterCloud Systems PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

July 15, 2016 CORRESP

InterCloud Systems ESP

ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 DIRECT FAX: 212-798-6380 [email protected] July 15, 2016 Via Edgar Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Mara L. Ransom Assistant Director Re: InterCloud Systems, Inc. Preliminary Proxy Statement on Schedule 14A Filed July 7, 2016 File No. 001-36100 Dear Ms.

July 7, 2016 PRE 14A

InterCloud Systems PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

July 1, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission Fil

June 29, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 ☐ TRANSITION REPORT UNDER SECTIO

10-Q 1 f10q0316intercloudsystems.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMIS

June 17, 2016 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

10-Q/A 1 f10q0915a1intercloud.htm AMENDMENT NO. 1 TO QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

June 17, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-32037 InterCloud Systems, Inc.

June 17, 2016 EX-21.1

EX-21.1

Exhibit 21.1 Name Ownership Percentage Jurisdiction of Organization Tropical Communications, Inc. 100% Florida Rives-Monteiro Engineering, LLC 49% Alabama Rives-Monteiro Leasing, LLC 100% Alabama T N S, Inc. 100% Illinois ADEX Corporation 100% New York ADEXCOMM Corporation 100% Florida ADEX Puerto Rico LLC 100% Puerto Rico AW Solutions, Inc. 100% Florida AW Solutions Puerto Rico, LLC 100% Puerto R

June 8, 2016 8-K/A

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorpor

June 3, 2016 CORRESP

InterCloud Systems ESP

June 3, 2016 Via Edgar Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

May 31, 2016 8-K/A

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

8-K/A 1 f8k052316a1intercloudsys.htm AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaw

May 31, 2016 CORRESP

InterCloud Systems ESP

M ALI PANJWANI Partner DIRECT TEL: 212-326-0820 DIRECT FAX: 212-798-6319 [email protected] May 31, 2016 Via Edgar Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Mail Stop 4561 Washington, D.C. 20549 Attention: William H. Thompson Accounting Branch Chief, Office of Consumer Products Re: InterCloud Systems, Inc. Form 8-K filed May 23, 2016 File No. 0-

May 27, 2016 EX-99.1

InterCloud Systems Receives Letter from NASDAQ

Exhibit 99.1 InterCloud Systems Receives Letter from NASDAQ SHREWSBURY, N.J., May 27, 2016 (GLOBE NEWSWIRE) - InterCloud Systems, Inc. (the “Company”) (NASDAQ:ICLD), a leading provider of cloud networking orchestration and automation solutions and services, today announced that, on May 24, 2016, it received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq St

May 27, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission File

May 23, 2016 EX-10.8

Additional Debtor Joinder, dated May 23, 2016, executed by InterCloud Systems, Inc. and the additional parties thereto (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2016).

Exhibit 10.8 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?) 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 re

May 23, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commission F

May 23, 2016 EX-10.6

0.67% Senior Secured Note, dated May 17, 2016, issued by InterCloud Systems, Inc. and VaultLogix, LLC, to the Holder party thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2016).

Exhibit 10.6 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 AVA

May 23, 2016 EX-10.9

Security Agreement, dated as of February 18, 2016, among VaultLogix, LLC and the Secured Party thereto (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2016).

Exhibit 10.9 SECURITY AGREEMENT 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 e

May 23, 2016 EX-10.5

0.67% Senior Secured Note, dated May 17, 2016, issued by InterCloud Systems, Inc. to the Holder party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2016).

Exhibit 10.5 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 AVA

May 23, 2016 EX-10.4

Amended and Restated Senior Secured Convertible Note, dated May 17, 2016, issued by InterCloud Systems, Inc. and VaultLogix, LLC, to the Holder party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2016).

Exhibit 10.4 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 SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

May 23, 2016 EX-10.1

Forbearance and Amendment Agreement, dated as of May 17, 2016, by and between InterCloud Systems, Inc. and the Holder party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2016).

Exhibit 10.1 FORBEARANCE AND AMENDMENT AGREEMENT 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"). WHEREAS, the Holder and the Company have entered into a Securities Purchase Agreement dated as of December 29, 2015 (as the same may be

May 23, 2016 EX-10.2

Forbearance and Amendment Agreement, dated as of May 17, 2016, by and between InterCloud Systems, Inc., VaultLogix, LLC, and the Holder party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2016).

Exhibit 10.2 FORBEARANCE AND AMENDMENT AGREEMENT 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). WHEREAS, the Holder

May 23, 2016 EX-10.7

Amendment Agreement, dated as of May 23, 2016, by and between InterCloud Systems, Inc. VaultLogix, LLC, JGB (Cayman) Waltham Ltd., and JGB (Cayman) Concord Ltd. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2016).

Exhibit 10.7 AMENDMENT AGREEMENT 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

May 23, 2016 EX-10.3

Second Amended and Restated Senior Secured Convertible Debenture, dated May 17, 2016, issued by InterCloud Systems, Inc. to the Holder party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2016).

Exhibit 10.3 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 SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

May 17, 2016 NT 10-Q

InterCloud Systems NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2016 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo

May 16, 2016 EX-16.1

May 12, 2016

Exhibit 16.1 May 12, 2016 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: InterCloud Systems Inc. File No. 000-32037 Grant Thornton LLP 757 Third Avenue, 9th Floor New York, NY 10017 T 212.599.0100 F 212.370.4520 www.GrantThornton.com Dear Sir or Madam: We have read Item 4.01(a) of Form 8-K of InterCloud Systems, Inc. (?InterCloud? o

May 16, 2016 8-K/A

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

8-K/A 1 f8k051216a1intercloudsys.htm AMENTMENT NO. 1 TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter)

May 4, 2016 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commission Fi

April 22, 2016 EX-99.1

InterCloud Systems Receives Letter from NASDAQ

Exhibit 99.1 InterCloud Systems Receives Letter from NASDAQ SHREWSBURY, N.J., April 22, 2016 (GLOBE NEWSWIRE) - InterCloud Systems, Inc. (the ?Company?) (NASDAQ:ICLD), a leading provider of cloud networking orchestration and automation solutions and services, today announced that, on April 18, 2016, it received a written notice from the Listing Qualifications Department of the Nasdaq Stock Market

April 22, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 f8k041816intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other

March 30, 2016 NT 10-K

InterCloud Systems ANNUAL REPORT EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F

February 26, 2016 SC 13G/A

ICLD / InterCloud Systems, Inc. / 31 Group LLC - SC 13G/A Passive Investment

SC 13G/A 1 v432587sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 InterCloud Systems, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 4584882

February 19, 2016 EX-10.1

Asset Purchase Agreement, dated February 17, 2016 by and among InterCloud Systems, Inc., KeepItSafe, Inc., VaultLogix, LLC, Data Protection Services, L.L.C. and U.S. Data Security Acquisition, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2015).

Exhibit 10.1 ASSET PURCHASE AGREEMENT 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

February 19, 2016 EX-10.2

Securities Exchange Agreement, effective as of February 17, 2016, by and among InterCloud Systems, Inc., VaultLogix, LLC and the Lender party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2015).

Exhibit 10.2 SECURITIES EXCHANGE AGREEMENT 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

February 19, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2016 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission

February 19, 2016 EX-10.3

8.25% Senior Secured Convertible Note, dated February 18, 2016, issued by InterCloud Systems, Inc. to the Holder party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2015).

Exhibit 10.3 EXHIBIT A 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 SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

February 19, 2016 EX-99.1

InterCloud Strengthens Balance Sheet With the Sale of Online Data Backup Business to KeepItSafe, Inc.

Exhibit 99.1 InterCloud Strengthens Balance Sheet With the Sale of Online Data Backup Business to KeepItSafe, Inc. InterCloud Substantially Increases Liquidity NEW YORK, Feb. 18, 2016 (GLOBE NEWSWIRE) - InterCloud Systems, Inc. (the "Company" or "InterCloud") (NASDAQ:ICLD), a leading provider of cloud networking orchestration and automation solutions and services, today announced the sale of its o

February 16, 2016 SC 13G/A

ICLD / InterCloud Systems, Inc. / 31 Group LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 InterCloud Systems, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 458488202 (CUSIP Number) February 11, 2016 (D

December 30, 2015 EX-10.2

10% Original Issue Discount Senior Convertible Debenture, dated December 29, 2015, issued by InterCloud Systems, Inc. to the Holder party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2015).

Exhibit 10.2 EXHIBIT A 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 SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

December 30, 2015 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k123015intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or oth

December 30, 2015 EX-10.1

Securities Purchase Agreement, effective as of December 29, 2015, between InterCloud Systems, Inc. and the Investor party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2015).

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT 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”). WHEREAS, subject to t

December 30, 2015 EX-10.3

Conversion Agreement, dated December 29, 2015, between InterCloud Systems, Inc. and the Holder party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2015).

EX-10.3 4 f8k123015ex10iiiintercloud.htm CONVERSION AGREEMENT Exhibit 10.3 CONVERSION AGREEMENT THIS CONVERSION AGREEMENT (this “Agreement”), is made as of December 29, 2015 (“Effective Date”), by and among GPB Life Science Holdings LLC (the “Lender”), and InterCloud Systems, Inc., a Delaware corporation (together with all of its successors and current and future direct and/or indirect Subsidiarie

November 18, 2015 EX-10.1

Securities Purchase Agreement, effective as of November 12, 2015, between InterCloud Systems, Inc. and the Buyer party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2015).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT 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, t

November 18, 2015 EX-10.2

Senior Convertible Note, dated November 12, 2015, issued by InterCloud Systems, Inc. to the Holder party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2015).

Exhibit 10.2 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG

November 18, 2015 EX-10.4

Form of Senior Convertible Note, between InterCloud Systems, Inc. and the Holder party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2015).

EX-10.4 5 f8k111215ex10ivintercloud.htm FORM OF SENIOR CONVERTIBLE NOTE Exhibit 10.4 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

November 18, 2015 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8k111215intercloudsys.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or

November 18, 2015 EX-10.3

Exchange Agreement, dated November 12, 2015, between InterCloud Systems, Inc. and the Holder party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2015).

Exhibit 10.3 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?) is dated this 12th day of November, 2015, by and among INTERCLOUD SYSTEMS, INC., a Delaware corporation (the ?Company?), all of the subsidiaries of the Company that are party to the Agreement (collectively, ?Subsidiaries?), and DOMINION CAPITAL LLC (the ?Holder?). WHEREAS, the Holder beneficially owns and holds certain Senio

November 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD

September 30, 2015 EX-16.1

e C

Exhibit 16.1 Tel: 732-750-0900 Fax: 732-750-1222 www.bdo.com 90 Woodbridge Center Dr., 4th Floor Woodbridge, NJ 07095-1163 September 30, 2015 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 25, 2015, to be filed by our former client, InterCloud Systems, I

September 30, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commissio

September 23, 2015 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commissio

September 14, 2015 EX-10.1

Revised Amendment No. 2 to Bridge Financing Agreement, dated as of August 12, 2015, between InterCloud Systems, Inc. and the Lender party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 1 to Current Report on Form 8-K filed with the SEC on September 14, 2015).

Exhibit 10.1 AMENDMENT NO. 2 TO BRIDGE FINANCING AGREEMENT , AGREEMENT TO REDUCE (I) THE CONVERSION PRICE OF CERTAIN SENIOR SECURED CONVERTIBLE PROMISSORY NOTES AND (II) THE EXERCISE PRICE OF CERTAIN COMMON STOCK PURCHASE WARRANTS AND CANCELLATION OF WARRANT (this ?Agreement? or ?Amendment No. 2?), is made as of August 12, 2015 (?Effective Date?), by and among GPB Life Science Holdings LLC (the ?L

September 14, 2015 8-K/A

InterCloud Systems CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporat

August 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 ☐ TRANSITION REPORT UN

10-Q 1 f10q0615intercloud.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COM

August 12, 2015 EX-10.1

Forward Investments, LLC email: DougShooker@,post.harvard.edu 1416 North Donnelly Street Mt. Dora, FL 32757 Phn (310) 490-6640

Exhibit 10.1 Forward Investments, LLC email: DougShooker@,post.harvard.edu 1416 North Donnelly Street Mt. Dora, FL 32757 Phn (310) 490-6640 Mr. Tim Larkin Chief Financial Officer InterCloud Systems, Inc. 238 N.E. 1st Avenue, Suite 208 Delray Beach, FL 33444 8/3/15 Dear Tim: Reference is made to the following securities (the "Forward Securities") by and between InterCloud Systems, Inc. ( "ICLD") an

August 12, 2015 EX-10.4

12% Senior Convertible Note, dated August 11, 2015, issued by InterCloud Systems, Inc. to the Lender party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2015).

Exhibit 10.4 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 SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

August 12, 2015 EX-10.2

12% Senior Convertible Note, dated August 6, 2015, issued by InterCloud Systems, Inc. to the Lender party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2015).

Exhibit 10.2 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 SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

August 12, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission Fi

August 12, 2015 EX-10.5

Amendment No. 2 to Bridge Financing Agreement, dated as of August 12, 2015, between InterCloud Systems, Inc. and the Lender party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2015).

Exhibit 10.5 AMENDMENT NO. 2 TO BRIDGE FINANCING AGREEMENT AND AGREEMENT TO REDUCE CONVERSION PRICE OF CERTAIN SENIOR SECURED CONVERTIBLE PROMISSORY NOTES AND CANCELLATION OF CERTAIN WARRANTS (this ?Agreement?), is made as of August 12, 2015 (?Effective Date?), by and among GPB Life Science Holdings LLC (the ?Lender?), and InterCloud Systems, Inc., a Delaware corporation (together with all of its

August 12, 2015 EX-10.1

Securities Purchase Agreement, effective as of August 6, 2015, between InterCloud Systems, Inc. and the Investor party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2015).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2015, 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”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuan

August 12, 2015 EX-10.3

Securities Purchase Agreement, effective as of August 11, 2015, between InterCloud Systems, Inc. and the Investor party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2015).

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 11, 2015, 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?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursua

August 4, 2015 DEF 14A

2015 Performance Incentive Plan (incorporated by reference to Annex A to the Company's Proxy Statement filed with the SEC on August 4, 2015).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

July 22, 2015 PRE 14A

InterCloud Systems PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

May 18, 2015 EX-10.3

Amendment Agreement, dated May 14, 2015, by and among InterCloud Systems, Inc. and the Investor party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.3 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (the “Agreement”) is dated this 14th day of May, 2015, by and among INTERCLOUD SYSTEMS, INC., a Delaware corporation (the “Company”) and the investor set forth on the signature pages hereto (the “Holder”). Capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement (as defined below). WHEREAS, the Hold

May 18, 2015 EX-10.9

Amended and Restated Warrant No. 1, dated December 3, 2014, issued by InterCloud Systems, Inc. to the Lender party thereto (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.9 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 REG

May 18, 2015 EX-10.4

Amendment No. 1 to the Bridge Financing Agreement, dated May 15, 2015, between InterCloud Systems, Inc. and the Lender party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.4 AMENDMENT NO. 1 TO THE BRIDGE FINANCING AGREEMENT THIS AMENDMENT NO. 1 TO THE BRIDGE FINANCING AGREEMENT (this ?Amendment No. 1?), is made as of May 15, 2015 (?Effective Date?), by and among GPB Life Science Holdings LLC (the ?Lender?), and InterCloud Systems, Inc., a Delaware corporation (together with all of its successors and current and future direct and/or indirect Subsidiaries,

May 18, 2015 EX-10.8

12% SENIOR SECURED CONVERTIBLE NOTE

Exhibit 10.8 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE BORROWER OF AN OPINION OF COUNSEL OF THE HOLDER OR THE BORROWER TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH S

May 18, 2015 EX-10.5

Securities Purchase Agreement, dated May 15, 2015, between InterCloud Systems, Inc. and the Lender party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT DATED MAY 15, 2015, BY AND BETWEEN GPB LIFE SCIENCE HOLDING LLC (AS LENDER) AND INTERCLOUD SYSTEMS, INC. (AS BORROWER) Reference is made to that certain Bridge Financing Agreement, dated as of December 3, 2015, by and between GPB Life Science Holdings, Inc. (?Lender?) and InterCloud Systems, Inc., a Delaware corporation (together with all of its successor

May 18, 2015 EX-10.1

Securities Purchase Agreement, effective as of May 14, 2015, between InterCloud Systems, Inc. and the Investor party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT 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?). RECITALS A. The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration affor

May 18, 2015 EX-10.6

Amended and Restated 12% Senior Secured Convertible Note No. 1, dated December 3, 2014, issued by InterCloud Systems, Inc. to the Lender party thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.6 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE BORROWER OF AN OPINION OF COUNSEL OF THE HOLDER OR THE BORROWER TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH S

May 18, 2015 EX-10.7

Amended and Restated 12% Senior Secured Convertible Note No. 2, dated December 24, 2014, issued by InterCloud Systems, Inc. to the Lender party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.7 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE BORROWER OF AN OPINION OF COUNSEL OF THE HOLDER OR THE BORROWER TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH S

May 18, 2015 EX-10.12

Restructuring Warrant, dated May 15, 2015, issued by InterCloud Systems, Inc. to the Lender party thereto (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.12 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 RE

May 18, 2015 EX-10.10

Amended and Restated Warrant No. 2, dated December 24, 2014, issued by InterCloud Systems, Inc. to the Lender party thereto (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.10 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 RE

May 18, 2015 EX-10.11

Additional Warrant, dated May 15, 2015, issued by InterCloud Systems, Inc. to the Lender party thereto (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.11 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 RE

May 18, 2015 EX-10.2

Term Promissory Note, dated May 14, 2015, issued by InterCloud Systems, Inc. to the Lender party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2015).

Exhibit 10.2 THIS NOTE HAS NOT (AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR THE TRIGGERING OF AN EVENT OF DEFAULT MAY NOT HAVE) BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE OR THE TRIGGERING OF AN EVENT OF DEFAULT MAY B

May 18, 2015 8-K

InterCloud Systems CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission File

May 15, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD SYST

April 20, 2015 SC 13G

ICLD / InterCloud Systems, Inc. / 31 Group LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Intercloud Systems, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 458488103 (CUSIP Number) April 7, 2015 (Date of

April 20, 2015 EX-99.1

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement This Joint Filing Agreement, entered into and effective as of April 7, 2015, is made by and between 31 Group, LLC, Magna Equities I, LLC, Magna Equities II, LLC, and Joshua Sason (each, a “Filer” and, collectively, the “Filers”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

April 13, 2015 EX-10.1

Exchange Agreement, dated April 7, 2015, between InterCloud Systems, Inc. and 31 Group LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 13, 2015).

EX-10.1 2 f8k040715intercloudex10i.htm EXCHANGE AGREEMENT, DATED APRIL 7, 2015, BETWEEN INTERCLOUD SYSTEMS, INC. AND 31 GROUP LLC. Exhibit 10.1 EXECUTION COPY EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement") is dated this seventh day of April, 2015, by and among INTERCLOUD SYSTEMS, INC., a Delaware corporation (the "Company") and the investor set forth on the signature pages hereto (th

April 13, 2015 EX-10.2

Exchange Agreement, dated April 7, 2015, between InterCloud Systems, Inc. and Capital Ventures International (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 13, 2015).

Exhibit 10.2 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement") is dated this seventh day of April, 2015, by and among INTERCLOUD SYSTEMS, INC., a Delaware corporation (the "Company") and the investor set forth on the signature pages hereto (the "Holder"). Capitalized terms not defined herein shall have the meaning as set forth in the Existing October Warrants (as defined below). WHEREAS

April 13, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 650963722 (State or other jurisdiction of incorporation) (Commission F

April 8, 2015 8-K/A

InterCloud Systems AMENDMENT NO.2 TO FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incor

April 8, 2015 EX-4.1

INTERCLOUD SYSTEMS, INC. Dated as of [______], 20[__] Senior Debt Securities TABLE OF CONTENTS

EX-4.1 2 fs32015ex4iintercloud.htm FORM OF INDENTURE FOR SENIOR DEBT SECURITIES Exhibit 4.1 INTERCLOUD SYSTEMS, INC. TO [] Trustee Indenture Dated as of [], 20[] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 9 SECTION 103. Form of Documents Delivered

April 8, 2015 EX-99.1

INTERCLOUD SYSTEMS, INC. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

Exhibit 99.1 INTERCLOUD SYSTEMS, INC. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION In October 2014, Intercloud Systems, Inc. (the "Company") acquired VaultLogix LLC, Data Protection Services, LLC and U.S. Data Security Acquisition, LLC (collectively, "VaultLogix"), leading providers of cloud backup services to nearly 10,000 businesses around the world. The following unaudited pro f

April 8, 2015 S-3

As filed with the Securities and Exchange Commission on April 8, 2015

S-3 1 fs32015intercloudsystems.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 8, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERCLOUD SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 65-0963722 (State or other

April 8, 2015 EX-4.2

INTERCLOUD SYSTEMS, INC. Dated as of [______], 20[__] Subordinated Debt Securities TABLE OF CONTENTS

EX-4.2 3 fs32015ex4iiintercloud.htm FORM OF INDENTURE FOR SUBORDINATED DEBT SECURITIES Exhibit 4.2 INTERCLOUD SYSTEMS, INC. TO [] Trustee Indenture Dated as of [], 20[] Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 9 SECTION 103. Form of Documen

March 26, 2015 EX-10.1

Sale of Accounts and Security Agreement, dated as of March 20, 2015, by and among InterCloud Systems, Inc., T N S, Inc., Integration Partners-NY Corporation, ADEX Corporation, AW Solutions, Inc. and Faunus Group International, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2015).

Exhibit 10.1 SALE OF ACCOUNTS AND SECURITY AGREEMENT This Sale of Accounts and Security Agreement (“Agreement”) is dated this 20th day of March, 2015, by and among INTERCLOUD SYSTEMS, INC., a Delaware corporation (“Intercloud”), TNS, INC., an Illinois corporation (“TNS”), INTEGRATION PARTNERS – NY CORPORATION, a New Jersey corporation (“Integration Partners”), ADEX CORPORATION, a New York corporat

March 26, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k032015intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722

March 26, 2015 EX-10.2

Guaranty Agreement, dated as of March 20, 2015, made by RentVM, Inc., ADEX Puerto Rico, LLC, ADEXCOMM Corporation, Tropical Communications, Inc., AW Solutions Puerto Rico, LLC, Rives-Monteiro Leasing, LLC and Rives-Monteiro Engineering, LLC in favor of Faunus Group International, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2015).

Exhibit 10.2 GUARANTY AGREEMENT This Guaranty Agreement (“Agreement”) is made and executed as of this 20th day of March, 2015 by (1) RENTVM, INC., a New Jersey corporation with an address of 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702 (“RentVM”), (2) ADEX PUERTO RICO, LLC, a Puerto Rico limited liability company with an address of 1035 Windward Ridge Parkway, Suite #500, Alpharetta, GA 3000

March 23, 2015 EX-21.1

EX-21.1

Exhibit 21.1 Name Ownership Percentage Jurisdiction of Organization Tropical Communications, Inc. 100% Florida Rives-Monteiro Engineering, LLC 49% Alabama Rives-Monteiro Leasing, LLC 100% Alabama T N S, Inc. 100% Illinois ADEX Corporation 100% New York ADEXCOMM Corporation 100% Florida ADEX Puerto Rico LLC 100% Puerto Rico AW Solutions, Inc. 100% Florida AW Solutions Puerto Rico, LLC 100% Puerto R

March 23, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ¨ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-32037 InterCloud Systems, Inc.

March 23, 2015 EX-10.37

PUT OPTION AGREEMENT

Exhibit 10.37 PUT OPTION AGREEMENT 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"). WHEREAS, the Company has previously issued one or more convertible promissory notes to Optionee; an

March 20, 2015 SC 13G/A

ICLD / InterCloud Systems, Inc. / SHOOKER DOUGLAS R - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

March 10, 2015 EX-10.1

Form of Note, dated as of March 4, 2015, issued by the Company to Forward Investments, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2015).

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the ?Act?), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT B

March 10, 2015 8-K

InterCloud Systems CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation

March 3, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2015 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorpora

March 3, 2015 EX-10.1

Form of Note, dated as of February 25, 2015, issued by the Company to each of Mark Munro 1996 Charitable Remainder UniTrust, CamaPlan FBO Mark Munro IRA, 1112 Third Avenue Corp., Mark Munro and Pascack Road, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2015).

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABS

January 13, 2015 S-3/A

ICLD / InterCloud Systems, Inc. S-3/A - - AMENDMENT NO. 2 TO REGISTRATION STATEMENT

S-3/A 1 fs32014a2intercloudsys.htm AMENDMENT NO. 2 TO REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 13, 2015 Registration No. 333-199824 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERCLOUD SYSTEMS, INC. (Exact name of registrant as specified in i

January 7, 2015 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorp

January 7, 2015 EX-10.1

Amendment No. 1 to Promissory Note, dated as of December 31, 2014, between the Company and Frank Jadevaia (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2015).

Exhibit 10.1 AMENDMENT NO. 1 TO PROMISSORY NOTE THIS AMENDMENT (this “Amendment”) is entered into as of December 31, 2014, by and among INTERCLOUD SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (“InterCloud”) and FRANK JADEVAIA (“Holder”). BACKGROUND WHEREAS, InterCloud and Holder are parties to a certain 8% CONVERTIBLE PROMISSORY NOTE DUE December 31, 2014 with a f

December 24, 2014 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment Number 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of in

December 24, 2014 EX-99.3

INTERCLOUD SYSTEMS, INC. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

Exhibit 99.3 INTERCLOUD SYSTEMS, INC. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION Since January 1, 2013, InterCloud Systems, Inc. (the “Company,” “we,” “us” or “our”) has completed the following acquisitions: ● AW Solutions, Inc. In April 2013, we acquired AW Solutions, Inc. and AW Solutions Puerto Rico, LLC, or collectively AW Solutions, a professional, multi-service line, teleco

December 24, 2014 EX-99.2

19

Exhibit 99.2 Page Consolidated Financial Statements (unaudited) Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5-19 1 LONDON BAY - VL ACQUISITION COMPANY, LLC Consolidated Balance Sheets ASSETS September 30, December 31, 2014 2013 (unaudited) CURRENT ASSETS Cash and cash equivalents $ 510,421

December 24, 2014 EX-99.1

Amortizable intangible assets $ 189,354 Total assets acquired 189,354 Current liabilities 49,600 Total liabilities assumed 49,600 Less cash paid 67,500 Gain on acquisition $ 72,254

Exhibit 99.1 Consolidated Financial Statements and Report of Independent Certified Public Accountants London Bay - VL Acquisition Company, LLC December 31, 2013 and 2012 Contents Page Report of Independent Certified Public Accountants 3 Consolidated Financial Statements Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Changes in Unitholders’ Equity 6

December 12, 2014 S-3/A

ICLD / InterCloud Systems, Inc. S-3/A - - AMENDMENT NO.1 TO REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 12, 2014 Registration No.

December 12, 2014 EX-4.4

InterCloud Systems, Inc. 1030 Broad Street, Suite 102 Shrewsbury, NJ 07702 (561) 988-1988

EX-4.4 2 fs32014a1ex4ivintercloud.htm EXHIBIT 4.4 Exhibit 4.4 InterCloud Systems, Inc. 1030 Broad Street, Suite 102 Shrewsbury, NJ 07702 (561) 988-1988 December 9, 2014 Gentlemen: Reference is made to the Securities Purchase Agreement, dated as of October 8, 2014 (the “Agreement”), made and entered into by and between InterCloud Systems, Inc., a Delaware corporation (the “Company”) and 31 Group LL

December 8, 2014 EX-10.3

Form of Warrant, dated as of December 3, 2014, issued by the Company to GPB Life Science Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2014).

EX-10.3 4 f8k120314ex10iiiintercloud.htm WARRANT Exhibit 10.3 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 OF

December 8, 2014 EX-10.2

12% Senior Secured Note, dated as of December 3, 2014, issued by the Company to GPB Life Science Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2014).

EX-10.2 3 f8k120314ex10iiintercloud.htm 12% SENIOR SECURED NOTE Exhibit 10.2 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE BORROWER OF AN OPINION OF COUNSEL OF THE HOLDER OR THE BORROWER TO THE EFFECT THAT

December 8, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8k120314intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or othe

December 8, 2014 EX-10.1

Bridge Financing Agreement, dated as of December 2, 2014, by and between GPB Life Science Holdings, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2014).

EX-10.1 2 f8k120314ex10iintercloud.htm BRIDGE FINANCING AGREEMENT Exhibit 10.1 BRIDGE FINANCING AGREEMENT dated as of December 2, 2014 by and between GPB LIFE SCIENCE HOLDINGS LLC (LENDER) and INTERCLOUD SYSTEMS, INC. (BORROWER) BRIDGE FINANCING AGREEMENT THIS BRIDGE FINANCING AGREEMENT (the “Agreement”) is made as of December 2, 2014, by and between GPB LIFE SCIENCE HOLDINGS LLC (the “Lender”), a

November 21, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8k111414intercloud.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or oth

November 21, 2014 EX-10.1

Securities Purchase Agreement, dated as of November 14, 2014, by and between the Company and Dominion Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2014).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 14, 2014, is by and between InterCloud Systems, Inc., a Delaware corporation (the “Company”), and Dominion Capital LLC (the “Investor”). RECITALS A. The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration

November 21, 2014 EX-10.2

Demand Promissory Note, dated as of November 17, 2014, issued by the Company to Dominion Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2014).

Exhibit 10.2 THIS NOTE HAS NOT (AND ANY SHARES OF STOCK ISSUABLE UPON THE TRIGGERING OF AN EVENT OF DEFAULT MAY NOT HAVE) BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SHARES OF STOCK ISSUABLE UPON THE TRIGGERING OF AN EVENT OF DEFAULT MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSEN

November 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD

November 4, 2014 S-3

ICLD / InterCloud Systems, Inc. S-3 - - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on November 3, 2014 Registration No.

October 17, 2014 EX-99.1

October 16, 2014

Exhibit 99.1 October 16, 2014 InterCloud System, Inc. Appoints Timothy A. Larkin as Chief Financial Officer SHREWSBURY, N.J., Oct. 16, 2014 (GLOBE NEWSWIRE) - InterCloud Systems, Inc. (Nasdaq:ICLD) today announced that it has hired Timothy A. Larkin as its new Chief Financial Officer. Prior to joining InterCloud Systems, Mr. Larkin, age 51, served as Executive Vice President and Chief Financial Of

October 17, 2014 EX-10.1

Employment Agreement, by and between the Company and Timothy A. Larkin (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 17, 2014).

EX-10.1 2 f8k101414ex10iintercloud.htm EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 14 day of October 2014 (the “Effective Date”), by and between InterCloud Systems, Inc., a Delaware corporation (the “Company”), and Timothy A. Larkin (the “Executive”). RECITALS THE PARTIES ENTER THIS AGREEMENT on the basis of the

October 17, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission

October 15, 2014 EX-99.1

InterCloud Systems Completes Acquisition of VaultLogix LLC Company Expands Its Cloud Solutions Offerings and Adds Large Distribution Channel

Exhibit 99.1 InterCloud Systems Completes Acquisition of VaultLogix LLC Company Expands Its Cloud Solutions Offerings and Adds Large Distribution Channel SHREWSBURY, N.J., Oct. 10, 2014 (GLOBE NEWSWIRE) - InterCloud Systems, Inc. (Nasdaq:ICLD) ("InterCloud" or the "Company") announced today that it has completed its acquisition of cloud solutions company VaultLogix, LLC. Over the past twelve month

October 15, 2014 EX-10.3

Pledge Agreement, dated as of October 1, 2014, among the parties identified as Pledgors thereto and White Oak Global Advisors, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2014).

Exhibit 10.3 Execution Version Pledge Agreement This Pledge Agreement, dated as of October 1, 2014 (as the same may be amended, supplemented and/or otherwise modified from time to time, this “Agreement”), is made among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (each, a “Pledgor” and, collectively

October 15, 2014 EX-10.1

Loan and Security Agreement, dated as of October 1, 2014, among the Company, the entities party thereto as Guarantors, the entities party thereto as Lenders, and White Oak Global Advisors, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2014).

Exhibit 10.1 EXECUTION VERSION LOAN AND SECURITY AGREEMENT dated as of October 1, 2014 among VAULTLOGIX, LLC, as Borrower, THE ENTITIES PARTY HERETO, as Guarantors, THE ENTITIES PARTY HERETO, as Lenders, and WHITE OAK GLOBAL ADVISORS, LLC, as Administrative Agent TABLE OF CONTENTS ARTICLE I CERTAIN DEFINED TERMS; CERTAIN RULES OF CONSTRUCTION 1 SECTION 1.01 CERTAIN DEFINED TERMS 1 SECTION 1.02 CER

October 15, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission F

October 15, 2014 EX-10

Security Agreement, dated as of October 1, 2014, executed by the Company in favor of White Oak Global Advisors, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2014).

Exhibit 10.4 Execution Version Security Agreement This Security Agreement, dated as of October 1, 2014 (as the same may be amended, supplemented and/or otherwise modified from time to time, this “Agreement”), is executed by Intercloud Systems, Inc., a Delaware corporation (“InterCloud”), and each other Person executing this Agreement under the heading “Debtors” on the signature pages hereof (Inter

October 15, 2014 EX-10.2

Continuing Guaranty

Exhibit 10.2 Execution Version Continuing Guaranty This Continuing Guaranty, dated as of October 1, 2014 (as the same may be amended, supplemented and/or otherwise modified from time to time, this “Guaranty”), is made by the undersigned (“Guarantor”), in favor of White Oak Global Advisors, LLC, a Delaware limited liability company, not in its individual capacity but solely as Administrative Agent

October 10, 2014 EX-10.3

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT 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”). RECITALS A. In connection with

October 10, 2014 EX-10.1

Securities Purchase Agreement, dated as of October 8, 2014, among the Company and each of the purchasers of Common Stock and Warrants (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2014).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “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 each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and colle

October 10, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission F

October 10, 2014 EX-10.2

Form of Warrant dated October 8, 2014 issued by the Company to each of the investors listed on the Schedule of Buyers attached to the Securities Purchase Agreement, dated as of October 8, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2014).

Exhibit 10.2 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT

October 7, 2014 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 5) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorpor

October 7, 2014 EX-10.1

Purchase Agreement, dated March 25, 2014, among the Company, VaultLogix, LLC, Data Protection Services, LLC, U.S. Data Security Acquisition, LLC, and Tier 1 Solutions, Inc., as amended by a Letter Agreement dated July 28, 2014, by a Letter Agreement dated August 14, 2014, by a Letter Agreement dated September 17, 2014, and by a Letter Agreement dated October 7, 2014 (incorporated by reference to the Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 7, 2014).

Exhibit 10.1 InterCloud Systems, Inc. 1030 Broad Street Suite 102 Shrewsbury, NJ 07702 (561) 988-1988 October 7, 2014 Gentlemen: Reference is made to the INTEREST PURCHASE AGREEMENT, dated as of March 19, 2014 (the “Agreement”), made and entered into by and among VAULTLOGIX, LLC, a Delaware limited liability company (“VL”), DATA PROTECTION SERVICES, LLC, a Delaware limited liability company (“DPS”

September 25, 2014 RW

ICLD / InterCloud Systems, Inc. RW - - REGISTRATION WITHDRAWAL REQUEST

RW 1 rw0914intercloud.htm REGISTRATION WITHDRAWAL REQUEST InterCloud Systems, Inc. 1030 Broad Street, Suite 102 Shrewsbury, New Jersey 07702 September 25, 2014 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: InterCloud Systems, Inc. Registration Statement on Form S-1 File No. 333-197525 Ladies and Gentlemen: In accordance with Rule 477 under the Securitie

September 18, 2014 EX-10.1

InterCloud Systems, Inc. 1030 Broad Street Suite 102 Shrewsbury, NJ 07702 (561) 988-1988

Exhibit 10.1 InterCloud Systems, Inc. 1030 Broad Street Suite 102 Shrewsbury, NJ 07702 (561) 988-1988 September 17, 2014 Gentlemen: Reference is made to the INTEREST PURCHASE AGREEMENT, dated as of March 19, 2014 (the "Agreement"), made and entered into by and among VAULTLOGIX, LLC, a Delaware limited liability company ("VL"), DATA PROTECTION SERVICES, LLC, a Delaware limited liability company ("D

September 18, 2014 8-K/A

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

8-K/A 1 f8k091714a4intercloudsys.htm AMENDMENT 4 TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 4) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charte

August 22, 2014 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission F

August 20, 2014 EX-10.1

InterCloud Systems, Inc. 1030 Broad Street Suite 102 Shrewsbury, NJ 07702 (561) 988-1988

Exhibit 10.1 InterCloud Systems, Inc. 1030 Broad Street Suite 102 Shrewsbury, NJ 07702 (561) 988-1988 August 14, 2014 Gentlemen: Reference is made to the INTEREST PURCHASE AGREEMENT, dated as of March 19, 2014 (the "Agreement"), made and entered into by and among VAULTLOGIX, LLC, a Delaware limited liability company ("VL"), DATA PROTECTION SERVICES, LLC, a Delaware limited liability company ("DPS"

August 20, 2014 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorpor

August 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-32037 INTERCLOUD SYSTE

July 31, 2014 EX-10.1

InterCloud Systems, Inc. 1030 Broad Street Suite 102 Shrewsbury, NJ 07702 (561) 988-1988

Exhibit 10.1 InterCloud Systems, Inc. 1030 Broad Street Suite 102 Shrewsbury, NJ 07702 (561) 988-1988 July 28th, 2014 Gentlemen: Reference is made to the INTEREST PURCHASE AGREEMENT, dated as of March 19, 2014 (the "Agreement"), made and entered into by and among VAULTLOG1X, LLC, a Delaware limited liability company ("VL"), DATA PROTECTION SERVICES, LLC, a Delaware limited liability company ("DPS"

July 31, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 0963722 (State or other jurisdiction of incorporation) (Commission Fil

July 18, 2014 S-1

As filed with the Securities and Exchange Commission on July 18, 2014

As filed with the Securities and Exchange Commission on July 18, 2014 Registration No.

July 11, 2014 DEF 14A

ICLD / InterCloud Systems, Inc. DEF 14A - - DEFINITIVE PROXY STATEMENT

DEF 14A 1 def14a0814intercloudsys.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidenti

July 11, 2014 424B3

1,710,387 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) File Number 333-195433 PROSPECTUS 1,710,387 Shares Common Stock This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 1,710,387 shares of common stock, of which 491,598 shares are issued and outstanding on the date hereof, and 1,218,789 shares are issuable upon the conversion of, or in connection with payments made by us on, our outstanding 12% convertible debentures due 2015.

July 9, 2014 CORRESP

ICLD / InterCloud Systems, Inc. CORRESP - -

InterCloud Systems, Inc. 1030 Broad Street, Suite102 Shrewsbury, New Jersey 07702 July 9, 2014 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Mara L. Ransom Assistant Director RE: InterCloud Systems, Inc. Registration Statement on Form S-1 File No. 333-195433 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act

July 8, 2014 EX-10.1

Securities Purchase Agreement, dated as of July 1, 2014, between 31 Group, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2014).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT 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"). WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration affor

July 8, 2014 EX-10.2

Senior Convertible Note, dated July 1, 2014, issued by the Company to 31 Group, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2014).

Exhibit 10.2 CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI

July 8, 2014 EX-10.3

Form of Warrant, dated July 1, 2014 issued by the Company to 31 Group, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2014).

Exhibit 10.3 NEITHER THESE SECURITIES 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

July 8, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 (State or other jurisdiction of incorporation) (Commission F

June 27, 2014 S-1/A

- AMENDMENT NO 2 TO REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 27, 2014 Registration No.

June 27, 2014 CORRESP

-

New York | Los Angeles 7 Times Square, New York, NY 10036 Tel: 212-421-4100 Fax: 212-326-0806 www.

June 23, 2014 144

- FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

June 5, 2014 EX-99.1

Integration Partners – NY Corporation Financial Statements Years Ended December 31, 2013 and 2012

Exhibit 99.1 Integration Partners – NY Corporation Financial Statements Years Ended December 31, 2013 and 2012 The report accompanying these financial statements was issued by BDO USA, LLP, a Delaware limited liability partnership and the U.S. member of BDO International Limited, a UK company limited by guarantee. Integration Partners – NY Corporation Contents Independent Auditor’s Report 3 Financ

June 5, 2014 EX-99.2

INTERCLOUD SYSTEMS, INC. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

Exhibit 99.2 INTERCLOUD SYSTEMS, INC. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION The following unaudited pro forma combined condensed balance sheet as of December 31, 2013, and the unaudited pro forma combined condensed results of operations for the year ended December 31, 2013, are derived from the combined historical financial statements of InterCloud Systems, Inc. (the “Compan

June 5, 2014 CORRESP

-

M ALI PANJWANI Partner DIRECT TEL: 212-326-0820 DIRECT FAX: 212-798-6319 [email protected] June 5, 2014 Via Edgar Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Mara L. Ransom Assistant Director Re: InterCloud Systems, Inc. Registration Statement on Form S-1 Filed April 22, 2014 File No. 333-195433 Dear Ms. Rans

June 5, 2014 S-1/A

- AMENDMENT TO REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 5, 2014 Registration No.

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