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 “Lender”), and InterCloud Systems, Inc., a Delaware corporation (together with
all of its successors and current and future direct and/or indirect Subsidiaries, collectively, the “Borrower,”
and, collectively with the Lender, the “Parties”).


 


W
I T N E S S E T H:


 


WHEREAS, pursuant
to the Bridge Financing Agreement, made effective as of December 3, 2014 by and between the Borrower and the Lender (the “BFA”),
the Borrower sold to the Lender a (i) 12% Senior Secured Note of the Borrower in the aggregate principal amount of $2,500,000
(Note No.:GPB-1), Issue Date: December 3, 2014 (“Note 1”), and (ii) four (4) year common stock purchase warrant
of the Borrower (Warrant No.:GPB-1), Original Issue Date: December 3, 2014, to purchase 250,000 Warrant Shares (“Warrant
No. 1”);


 


WHEREAS, pursuant
to the Agreement to Purchase the $1,500,000 Additional Note, dated December 24, 2014, by and between the Borrower and the Lender
(the “12/24/2014 Agreement”), the Borrower sold to the Lender pursuant to Section 2.13 of the BFA a (i) 12%
Senior Secured Note of the Borrower in the aggregate principal amount of $1,500,000 (Note No.:GPB-2), Issue Date: December 24,
2014 (“Note 2,” and together with Note 1, collectively, the “2 Original Notes”), and (ii)
four (4) year common stock purchase warrant (Warrant No.:GPB-2), Original Issue Date December 24, 2014, to purchase 150,000 Warrant
Shares (“Warrant No. 2,” and, collectively with Warrant No. 1, the “2 Original Warrants”);


 


WHEREAS, pursuant
to a Securities Purchase Agreement, dated as of May 15, 2015 between the Parties (the “SPA”) and Amendment
No. 1 to the Bridge Financing Agreement, made as of May 14, 2015, by and among the Parties (“Amendment No. 1”),
the Borrower, among other items (i) sold to the Lender a 12% senior secured convertible note of the Borrower (Note No.: GPB-3),
Issue Date: May 14, 2015, in the aggregate principal amount of $2,000,000 (the “$2,000,000 Note”), and (ii)
amended and restated the 2 Original Notes by issuing to the Lender (a) Amended and Restated 12% Senior Secured Convertible Note
No. 1 in the aggregated principal amount of $2,500,000 (which continued to be identified as Note No.: GPB-1), Original Issue Date:
December 3, 2015 (“A/R Note 1”), in exchange for and to amend and restate Note 1; and (b) Amended and Restated
12% Senior Secured Convertible Note No. 2 in the aggregate principal amount of $1,500,000 (which continued to be identified as
Note No.: GPB-2, Original Issue Date: December 24, 2015 (“A/R Note 2”), and together with A/R Note 1, collectively,
the “2 A/R Notes”), in exchange for and to amend and restate Note 2, which 2 Amended and Restated Notes together
with the $2,000,000 Note shall collectively be referred to as the “3 Notes”);


 






     


     

    

 


WHEREAS, pursuant
to the SPA and Amendment No. 1, the Borrower (i) amended and restated the 2 Original Warrants by issuing to the Lender a (a) four
(4) year Amended and Restated Warrant No. 1 of the Borrower (which continued to be identified as Warrant No. GPB-1); Original
Issue Date: December 3, 2015, to purchase 250,000 Warrant Shares (“A/R Warrant 1”); and (b) four (4) year Amended
and Restated Warrant No. 2 of the Borrower (which continued to be identified as Warrant No. GPB-2); Original Issue Date: December
24, 2014, to purchase 150,000 Warrant Shares (“A/R Warrant 2”, and together with A/R Warrant 1, collectively,
the “2 A/R Warrants”); (ii) issued to the Lender a (a) four (4) year Additional Warrant of the Borrower (Warrant
No. GPB-3); Original Issue Date: May 14, 2015, to purchase 200,000 Warrant Shares of the Borrower (the “Additional Warrant”),
and (b) four (4) year Restructuring Warrant of the Borrower (Warrant No.: GPB-4); Original Issue Date: May 14, 2015; to purchase
50,000 Warrant Shares (the “Restructuring Warrant,” and together with the 2 A/R Warrants and the Additional
Warrant, collectively, the “4 Warrants”);


 


WHEREAS, the BFA,
the 12/24/2014 Agreement, the SPA, Amendment No. 1, this Agreement and together with all supplements, exhibits, schedules and
annexes to each of such agreements, shall collectively be referred to as the “Loan Agreement.”


 


WHEREAS, pursuant
to this Agreement, the Parties have agreed to, among other items set forth in this Agreement, the 3 Existing Notes and the 3 Existing
Warrants (both as defined below) (i) cancel the Restructuring Warrant; (ii) amend and restate the 2 A/R Notes and the $2,000,000
Note to, among other items, reduce the Conversion Price of the 2 A/R Notes and the $2,000,000 Note from $3.75 to $2.00 per share;
(iii) amend and restate the 2 A/R Warrants and the Additional Warrant (collectively, the “3 Existing Warrants”)
to reduce the Exercise Price of such 3 Existing Notes from $3.75 per share to $2.00 per Warrant Share, (iv) increase the number
of, and change, the Amortization Payment Dates on which the Borrower is required, pursuant to the Loan Agreement, to make scheduled
Amortization Payments to the Lender and decrease the amount of each Amortization Payment; and (v) provided certain conditions
are met, permit the Borrower to make Amortization Payments in Conversion Shares; and


 


WHEREAS, capitalized terms used but
not otherwise defined herein shall have the meanings in the Loan Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing premises and for valuable consideration, the sufficiency and receipt of which are hereby acknowledged,
the Parties, intending to be legally bound hereby agree as follows:


 


AGREEMENT


 


		1)	Ratifications.
                                         Except as otherwise expressly provided herein and in the 3 Existing Notes as of the Closing
                                         Date, (i) the Loan Agreement and each other Document, is, and shall continue to be, in
                                         full force and effect and is hereby ratified and confirmed in all respects as of the
                                         date hereof (ii) the $6,000,000 aggregate principal amount of the 3 Notes are issued
                                         and outstanding, (iii) $5,000 of legal fees and expenses is owed to the Lender’s
                                         legal counsel in connection with legal services performed by such counsel for the Lender
                                         pursuant to Section 9.4(B) of the Loan Agreement following the closing of the purchase
                                         by the Lender of the $2,000,000 Note (the “Lender’s Accrued Expenses”);
                                         and (iv) no Event of Default, or default exists as of the date hereof (or with the passage
                                         of time and/or the giving of notice, will exist or could occur), under any of the Documents
                                         including, but not limited to, the Loan Agreement, the Security Agreement and/or the
                                         3 Notes.



 






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		2)	The
                                         Transactions. Upon the execution of this Agreement (the “Closing Date”)
                                         by the Parties hereto, the following transactions shall be deemed to occur simultaneously
                                         and shall be referred to as the “Closing”:



 


		(a)	Reduction
                                         in Conversion Price of the $2,000,000 Note and 2 A/R Notes. The Conversion Price
                                         of the $2,000,000 Note and the 2 A/R Notes is hereby reduced from $3.75 to $2.00 per
                                         share; and the Borrower shall at Closing issue to the Lender, as a condition to the Lender
                                         executing this Agreement a (i) 12% New 2nd Amended and Restated Senior Secured
                                         Promissory Note in the aggregate principal amount of $2,500,000, in the form annexed
                                         hereto as Exhibit A (“New A/R Note 1”), which New A/R Note
                                         1 is being issued in exchange for and to amend and restate A/R Note 1; (ii) 12% New 2nd
                                         Amended and Restated Senior Secured Promissory Note in the aggregate principal
                                         amount of $1,500,000, in the form annexed hereto as Exhibit B ( “New
                                         A/R Note 2”, and collectively with New A/R Note 1, the “2 New Amended
                                         and Restated Notes”), which New A/R Note 2 is being issue in exchange for and
                                         to amend and restate A/R Note 2, and (iii) 12% Amended and Restated Senior Secured Promissory
                                         Note in the aggregate principal amount of $2,000,000 in the form annexed hereto as Exhibit
                                         C (the “A/R $2,000,000 Note” and together with the 2 New Amended
                                         and Restated Notes, collectively, the “3 Existing Notes”), which A/R
                                         $2,000,000 Note is being issued in exchange for and to amend and restate the $2,000,000
                                         Note;



 


		(b)	Reduction
                                         in Exercise Price of the Additional Warrant and 2A/R Warrants. The Exercise Price
                                         of the Additional Warrant and the 2 A/R Warrants is hereby reduced from $ 3.75 to $2.00
                                         per Warrant Share, and the Borrower shall at Closing issue to the Lender, as a condition
                                         to the Lender executing this Agreement a (i) New 2nd Amended and Restated
                                         Warrant to purchase 250,000 Warrant Shares (”New A/R Warrant 1”),
                                         in the form annexed hereto as Exhibit D, which New A/R Warrant 1 is being issued
                                         in exchange for and to amend and restate A/R Warrant 1; (ii) New 2nd Amended
                                         and Restated Warrant to purchase 150,000 Warrant Shares (“New A/R Warrant 2,”
                                         and together with New A/R Warrant 1, collectively the “2 New Restated Warrants”),
                                         which new A/R Warrant 1 is in the form annexed hereto as Exhibit E, and which
                                         New A/R Warrant 2 is being issued in exchange for and to amend and restate A/R Warrant
                                         2, and (iii) Amended and Restated Additional Warrant to purchase 200,000 Warrant Shares
                                         in the form annexed hereto as Exhibit F (the “A/R Additional Warrant,”
                                         and, together with the 2 New Amended and Restated Warrants, collectively, the “3
                                         Existing Warrants”), which A/R Additional Warrant is being issued in exchange
                                         for and to amend and restate the Additional Warrant.



 






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		(c)	Cancellation
                                         of the Restructuring Warrant. The Restructuring Warrant to purchase 50,000 Warrant
                                         Shares shall be canceled in its entirety and of no further force and effect.



 


		(d)	Change
                                         of Date of Initial Amortization Payment. The Loan Agreement is hereby amended by
                                         deleting in its entirety the text of Section 9 of Amendment No. 1 and replacing the text
                                         of Section 9 with the following:



 


“Amortization Payments.
On each of November 5, 2015, December 7, 2015, January 5, 2016, February 5, 2016, March 7, 2016 and April 5, 2016 (each, an “Amortization
Payment Date”), the Borrower shall pay to the Lender in immediately available funds by wire transfer pursuant to the
wiring instructions provided by the Lender to the Borrower (each, an “Amortization Payment”) $562,500 (the
“Amortization Amount”), each of which such $562,500 Amortization Payments if paid in cash shall be applied
as follows: (i) First, to pay all amounts due under the Documents, excluding principal and accrued but unpaid interest
on the 3 Existing Notes, (ii) Second, to pay all accrued but unpaid interest on the 3 Existing Notes, and (iii) Third,
to pay outstanding principal amounts due on the 3 Existing Notes with: the remaining portion of the particular $562,500, Amortization
Payment after payment of all amounts set forth in (i) and (ii) of this Section 9, shall be applied to repay in the following order
the then aggregate principal amount of (x) the A/R $2,000,000 Note, (y) New A/R Note 2, and (z) New A/R Note 1; provided,
however, notwithstanding anything to the contrary provided herein or elsewhere, the Lender in its sole discretion may change
the order of (x) the uses of each Amortization Payment as set forth in (i) - (iii) above, and/or (y) the order of the 3 Existing
Notes in which principal shall be repaid with regard to an Amortization Payment from that as set forth in (iii) above, any changes
described in (x) and (y) above will be automatically accomplished by the Lender providing to the Borrower written notice of each
such change; provided, however, if all and/or any portion of any Amortization Payment is to be paid by the Borrower
to the Lender on an Amortization Payment Date in Conversion Shares pursuant to and in accordance with and subject to the terms
and conditions of the 3 Existing Notes, the Lender shall determine, in its sole and absolute discretion, the portion of each applicable
Amortization Payment that shall be applied to each Note. Each Amortization Payment, whether payable in cash and/or in Conversion
Shares, shall be paid pursuant to, in accordance with and subject to the terms and conditions set forth in each of the 3 Existing
Notes, on the applicable Amortization Payment Date and in an aggregate amount on such Amortization Payment Date equal to the full
Amortization Payment Amount, except as may otherwise be provided in the 3 Existing Notes.”


 






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		3)	Representations
                                         and Warranties of the Borrower.



 


		(a)	This
                                         Agreement, each of the 3 Existing Notes, each of the 3 Existing Warrants and all transactions
                                         contemplated herein and therein have been duly and validly executed by the Borrower;
                                         the Borrower is authorized and has the power to enter into this Agreement, the 3 Existing
                                         Notes and the 3 Existing Warrants and perform all of the transactions set forth herein
                                         and therein (including, but not limited to, reducing the Conversion Price of the 3 Existing
                                         Notes and the Exercise Price of the 3 Existing Warrants and provided certain conditions
                                         are met by the Borrower as provided in the 3 Existing Notes, paying Amortization Payments
                                         in Conversions Shares), and this Agreement, the 3 Existing Notes and the 3 Existing Warrants
                                         all constitute valid binding obligations and agreements of the Borrower, enforceable
                                         against Borrower in accordance with their respective terms.



 


		(b)	All
                                         necessary action has been taken by the Borrower including, but not limited to, by its
                                         Board of Directors and stockholders, if necessary, to authorize and effectuate all transactions
                                         set forth in this Agreement, the 3 Existing Notes and the 3 Existing Warrants.



 


		(c)	No
                                         consents, approvals, permits and/or authorizations is required by any governmental and/or
                                         regulatory body including, but not limited to, FINRA, the SEC and/or Nasdaq not already
                                         obtained by the Borrower to effectuate the transactions set forth in this Agreement,
                                         the 3 Existing Notes and the 3 Existing Warrants and neither the execution, delivery
                                         of and the performance of the Borrower of the transactions contemplated by this Agreement,
                                         the 3 Existing Notes and the 3 Existing Warrants nor the effectuation of the transactions
                                         disclosed herein or therein will result in (or with the passage of time and/or the giving
                                         of notice could result in), an Event of Default, a default, breach, violation and/or
                                         an event of default of (i) any loan, instrument and/or other agreement that the Borrower
                                         and/or its Subsidiaries are a party to and/or any of their respective assets and/or properties
                                         are bound by or subject to, (ii) the bylaws or other charter documents of the Borrower
                                         and/or its Subsidiaries and/or (iii) result in the violation of any law; rule and/or
                                         regulation of any federal, state and/or regulatory body including, but not limited to,
                                         the SEC, FINRA and/or Nasdaq.



 






     - 5 -


     

    

 


		(d)	The
                                         issuance of the (i) 3 Existing Notes and all Conversion Shares issuable (x) upon conversion
                                         of the 3 Existing Notes, and (y) as payment in whole and/or in part of the Amortization
                                         Payment, and (ii) the 3 Existing Warrants and all Warrant Shares issuable upon exercise
                                         of the 3 Existing Warrants, are exempt (or will be with respect to the Conversion Shares
                                         and Warrant Shares), from the registration requirements of the Securities Act of 1933,
                                         as amended (the “Securities Act”) pursuant to Rule 506 of Regulation
                                         D and/or Section 4(2) thereof; and the issuance of the Conversion Shares when issued
                                         upon each conversion of the 3 Existing Notes, and the Warrant Shares upon each exercise
                                         of the 3 Existing Warrants will vest in the Lender sole and exclusive title to such securities
                                         free from all Liens, encumbrances and/or other clouds on title and such securities will
                                         be when issued, fully paid, validly issued and non-assessable and not subject to any
                                         pre-emptive rights, rights of first refusal, or other similar rights.



 


		(e)	The execution, delivery and performance of this Agreement,
the 3 Existing Notes, the 3 Existing Warrants and the transactions contemplated hereby and thereby by the Borrower, (i) are within
Borrower’s corporate powers, (ii) have been duly authorized by all necessary action by or on behalf of Borrower (and/or
its shareholders to the extent required by law), (iii) have received all necessary and/or required governmental, regulatory and
other approvals and consents (if any shall be required) on behalf of Borrower, (iv) do not and shall not contravene or conflict
with any provision of, or require any consents under (a) any law, rule, regulation or ordinance, (b) Borrower’s organizational
documents; and/or (c) any agreement binding upon Borrower or any of Borrower’s properties except as would not reasonably
be expected to have a Material Adverse Effect, and (v) do not and will not result in, or require, the creation or imposition of
any Lien and/or encumbrance on any of Borrower’s properties or assets pursuant to any law, rule, regulation or ordinance
or otherwise.



 


		(f)	As
                                         of the date hereof, no Event of Default, event of default and/or default has occurred
                                         (and/or with the passage of time could occur) under any of the Documents, including,
                                         but not limited to, the Loan Agreement, the 3 Notes, the 4 Warrants, the Security Agreement
                                         and/or any other agreement, instrument and/or documents to which the Borrower is a party
                                         to or pursuant to which any of its properties and/or assets are subject to; and taking
                                         into account, and assuming the occurrence of all of the transactions contemplated by
                                         and related to this Agreement, the 3 Existing Notes and the 3 Existing Warrants, no Event
                                         of Default, event of default and/or default has or shall occur (or with the passage of
                                         time could occur) under any of the Documents including, but not limited to, the Loan
                                         Agreement, the 3 Existing Notes, the 3 Existing Warrants, the Security Document and/or
                                         any other agreement, instrument and/or documents to which the Borrower is a party to
                                         or pursuant to which any of its properties and/or assets are subject to.



 


		(g)	The
                                         3 Existing Notes and the 3 Existing Warrants shall, except for the changes set forth
                                         in this Agreement, each of the 3 Existing Notes and the 3 Existing Warrants have the
                                         same rights, remedies and related items as the 3 Notes which the Lender exchanged pursuant
                                         to this Agreement for the 3 Existing Notes and the 3 Existing Warrants, which the Lender
                                         exchanged for the 2 A/R Notes and the Additional Warrant.



 






     - 6 -


     

    

 


		(h)	All
                                         warranties and representations made to Lender in the Loan Agreement (including, but not
                                         limited to, this Agreement) and other Documents are true and correct as to the date hereof
                                         and as of the Closing Date (other than those representations and warranties which by
                                         their express terms are limited solely to an earlier date).



 


		4)	Representations
                                         and Warranties of Lender.



 


		(a)	The
                                         Lender has all limited liability company power to enter into this Agreement and effectuate
                                         all of the transactions set forth herein, and when entered into by the Lender this Agreement
                                         will constitute a binding and enforceable agreement in accordance with its terms against
                                         the Lender.



 


		(b)	All
                                         action has been taken by the Lender including, but not limited to, its Board of Directors
                                         and stockholders to effectuate and authorize all transactions set forth in this Agreement.



 


		(c)	Lender
                                         is an “accredited investor” as such term is defined under the Securities
                                         Act.



 


		5)	Lender’s
                                         Cost and Expenses. Each party hereto shall be responsible for its own fees and expenses
                                         in connection with the preparation, negotiation and entering into of this Agreement and
                                         the transactions contemplated hereby. Notwithstanding the foregoing, as a condition to
                                         the Closing and the Borrower’s obligation to enter into this Agreement, simultaneously
                                         with the Closing, the Borrower shall pay to the Lender’s legal counsel $45,000,
                                         which consists of (i) $5,000 of Lender’s Accrued Expenses, and (ii) $40,000 of
                                         legal fees payable to the Lender’s legal counsel plus any documented out-of-pocket
                                         expenses of such legal counsel of which $25,000 previously was paid (collectively, the
                                         “Lender’s Expenses”), shall be due and payable from the Borrower
                                         to legal counsel to the Lender upon execution of this Agreement and/or any of the 3 Existing
                                         Notes, all of which shall be paid in immediately available funds by wiring such funds
                                         to Lender’s counsel pursuant to wiring instructions provided to the Lender by Borrower.



 


		6)	Conditions
                                         to Closing.



 


		a.	Delivery
                                         of Documents to Lender. Notwithstanding anything provided in this Agreement, the
                                         Lender’s obligation to effectuate its obligations hereunder including, but not
                                         limited to, the Closing shall be subject to Lender receiving from the Borrower at or
                                         before the Closing, each of the following original properly executed and dated documents,
                                         in form and substance reasonably satisfactory to the Lender and its counsel, and where
                                         applicable, duly executed and recorded:



 


		i.	Certificate
                                         of the Chief Accounting Officer of Borrower and certifying as to (a) copies of the Certificate
                                         of Incorporation and by-laws of the Borrower, as restated or amended as of and through
                                         the date of this Agreement; and (b) all actions taken and consents obtained by the Borrower,
                                         its Board of Directors and its shareholders, as applicable, to authorize the transactions
                                         provided for or contemplated under this Agreement and the execution, delivery and performance
                                         of this Agreement and the other documents including, but not limited to, the 3 Existing
                                         Notes and the 3 Existing Warrants;



 






     - 7 -


     

    

 


		ii.	This
                                         Agreement;



 


		iii.	The
                                         2 New A/R Notes;



 


		iv.	The
                                         A/R $2,000,000 Note;



 


		v.	The
                                         2 New A/R Warrants;



 


		vi.	The
                                         A/R Additional Warrant;



 


		vii.	A
                                         certificate of Good Standing of the Borrower in the jurisdiction of Borrower’s
                                         place of incorporation;



 


		viii.	Such
                                         other documents, certificates, opinions, instruments and/or other items reasonable requested
                                         by the Lender and/or its legal counsel.



 


		b.	Delivery
                                         of Documents to the Borrower. Notwithstanding anything provided in this Agreement,
                                         the Borrower’s obligations hereunder including, but not limited to, to effectuate
                                         the Closing shall be subject to the Borrower receiving from the Lender on or before the
                                         Closing the following original properly executed and dated documents:



 


		i.	This
                                         Agreement;



 


		ii.	The
                                         3 Notes which the 3 Existing Notes are being issued in exchange for and to amend and
                                         restate, and which 3 Notes shall be immediately cancelled by the Borrower; and



 


		iii.	The
                                         2 A/R Warrants and the Additional Warrant which the 3 Existing Warrants are hereby issued
                                         in exchange for to amend and restate, which 2 A/R Warrants and the Additional Warrant
                                         shall immediately be cancelled by the Borrower



 


		iv.	The
                                         Restructuring Warrant, which shall be immediately cancelled by the Borrower.



 


		7)	Severability.
                                         Any provision of this Agreement held to be invalid, illegal or unenforceable by a court
                                         of competent jurisdiction, in any jurisdiction, shall, as to such jurisdiction, be ineffective
                                         to the extent of such invalidity, illegality or unenforceability without affecting the
                                         validity, legality and enforceability of the remaining provisions hereof; and the invalidity
                                         of a particular provision in a particular jurisdiction shall not invalidate such provision
                                         in any other jurisdiction.



 






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		8)	Amending
                                         the Loan Agreement and Other Documents. This Agreement, the 3 Existing Notes, the
                                         3 Existing Warrants and the terms, provisions, conditions and agreements set forth herein
                                         and therein, are intended to and do amend the Loan Agreement , the 3 Notes, the 2 A/R
                                         Warrants and the Additional Warrant and the other Documents solely to the extent so directly
                                         and/or indirectly provided herein, in the 3 Existing Notes and in the 3 Existing Warrants,
                                         and to the extent any provisions, terms or other items in the Loan Agreement, the 3 Notes
                                         and the 2 A/R Warrants and the Additional Warrant and/or the other Documents should but
                                         are not expressly amended by this Agreement, 3 Existing Notes and/or 3 Existing Warrants,
                                         such provisions, terms and/or other items of the Loan Agreement, the 3 Notes and/or and
                                         the 2 A/R Warrants and the Additional Warrant and/or any of the other Documents shall
                                         be treated as being amended hereby and thereby to give effect to the intent and purposes
                                         of this Agreement, the 3 Existing Notes and the 3 Existing Warrants, as provided herein
                                         and/or therein.



 


		9)	Ratification.
                                         Except as expressly modified herein, all terms, provisions and agreements in the Loan
                                         Agreement, the 3 Notes and the 2 A/R Warrants and the Additional Warrant are and shall
                                         remain in full force and effect.



 


		10)	Reference
                                         to and Effect on Documents.



 


		a.	Upon
                                         Closing, each reference to the Loan Agreement, the 3 Notes, the 2 A/R Warrants and the
                                         Additional Warrant, or the other Documents shall mean and be a reference to the Loan
                                         Agreement, the 3 Existing Notes, the 3 Existing Warrants and/or the other Documents,
                                         respectively, as amended hereby, and giving effect to Section 8.



 


		b.	The
                                         execution, delivery and effectiveness of this Agreement, the 3 Existing Notes, the 3
                                         Existing Warrants and/or any other provision herein or therein shall not, directly or
                                         indirectly, operate as a waiver and/or limitation of any right, power and/or remedy of
                                         the Lender nor constitute, directly or indirectly, a waiver and/or limitation of any
                                         provision of the Loan Agreement, the 3 Existing Notes, the 3 Existing Warrants and/or
                                         any other documents, instruments and agreements executed and/or delivered in connection
                                         therewith.



 


		11)	Continuing
                                         Effect. Except as otherwise expressly provided herein, the Loan Agreement and all
                                         other Documents, as, if and to the extent amended hereby, shall continue to be in full
                                         force and effect and are hereby ratified and confirmed in all respects. To the extent
                                         that the Loan Agreement, the 3 Existing Notes, the 3 Existing Warrants and/or other Documents
                                         purports to pledge to the Lender, or to grant to the Lender, a security interest or Lien,
                                         such pledge or grant is hereby ratified and confirmed in all respects.



 


		12)	Authority.
                                         Each of the undersigned expressly represents and warrants that (i) he, she or it has
                                         the authority to execute this Agreement on behalf of the party or parties to be bound
                                         by his, her or its signature, (ii) the execution, delivery and performance of this Agreement,
                                         the 3 Existing Warrants and the 3 Existing Notes has been duly authorized by all necessary
                                         action and (iii) this Agreement and the 3 Existing Notes and the 3 Existing Warrants
                                         are each a legal, valid and binding obligation enforceable in accordance with its terms.



 






     - 9 -


     

    

 


		13)	Entire
                                         Agreement. This Agreement, the 3 Existing Notes and the 3 Existing Warrants constitute
                                         the whole and entire agreement between the parties with respect to the subject matter
                                         expressly contemplated hereby and all prior or contemporaneous agreements, understandings,
                                         representations and statements, oral or written, related to the subject matter expressly
                                         contemplated in such documents and instruments are merged herein.



 


		14)	Construction.
                                         The parties have participated jointly in the negotiation and drafting of this Agreement.
                                         In the event an ambiguity or question of intent or interpretation arises, no presumption
                                         or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
                                         of any provisions hereof.



 


		15)	Counterparts.
                                         This Agreement may be executed in any number of counterparts and by different parties
                                         hereto in separate counterparts, each of which shall be deemed to be an original, but
                                         all of which taken together shall constitute one and the same agreement. Delivery of
                                         an executed counterpart of this Agreement by facsimile or electronic mail shall be equally
                                         as effective as delivery of an original executed counterpart of this Agreement.



 


		16)	Headings.
                                         Section headings herein are included for convenience of reference only and do not constitute
                                         a part of this Agreement for any other purpose.



 


		17)	Governing
                                         Law. This Agreement and the terms and conditions set forth herein, shall be governed
                                         by and construed solely and exclusively in accordance with the internal laws of the State
                                         of New York without regard to the conflicts of laws principles thereof. The parties hereto
                                         hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or
                                         indirectly pursuant to or under this Agreement shall be brought solely in a federal or
                                         state court located in the City, County and State of New York. By its execution hereof,
                                         the parties hereto covenant and irrevocably submit to the in personam jurisdiction of
                                         the federal and state courts located in the City, County and State of New York and agree
                                         that any process in any such action may be served upon any of them personally, or by
                                         certified mail or registered mail upon them or their agent, return receipt requested,
                                         with the same full force and effect as if personally served upon them in New York, New
                                         York. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction
                                         is not a convenient forum for any such suit or proceeding and any defense or lack of
                                         in personam jurisdiction with respect thereto. In the event of any such action or proceeding,
                                         the party prevailing therein shall be entitled to payment from the other parties hereto
                                         of all of its reasonable counsel fees and disbursements.



 


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[Signature Page]


 


IN WITNESS WHEREOF, the Parties have
caused this Agreement to be duly executed and delivered as of the Effective Date.


 





	BORROWER:	INTERCLOUD SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Daniel Sullivan
	 	Name:	Daniel Sullivan
	 	Title:	Chief Accounting Officer
	 	 	 
	 	 
	LENDER:	GPB LIFE SCIENCE HOLDINGS LLC
	 	 	 
	 	By:	/s/ David Gentile
	 	Name:	David Gentile
	 	Title:	Manager







 


[Remainder of Page Intentionally Left Blank]


  


[Signature Page to Amendment No. 2 to Bridge
Financing Agreement]


 



     


     

    

 





EXHIBIT A


  


Form New of Second Amended and Restated $2,500,000

Aggregate Principal Amount 12% Senior Secured Convertible Note No. 1


 


 


 


 


 


 


 


 


 


 


 


 






     


     

    

 





EXHIBIT B


 


Form of New Second Amended and Restated $1,500,000
Aggregate

Principal Amount 12% Senior Secured Convertible Promissory Note No. 2


 


 


 


 


 


 


 


 


 


 


 






     


     

    

 





EXHIBIT C


 


Form of Amended and Restated $2,000,000

Aggregate Principal Amount 12% Senior Secured Convertible Note





 


 


 


 


 


 


 


 


 


 






     


     

    

 


EXHIBIT D


 


Form of 2nd Amended and Restated
Warrant to Purchase 250,000 Warrant Shares


 


 


 


 


 


 


 


 


 


 


 


 



     


     

    

 





EXHIBIT E


  


Form of 2nd Amended and Restated
Warrant to Purchase 150,000 Warrant Shares


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



     


     

    







 


EXHIBIT F


  


Form of Amended and Restated Warrant to Purchase
200,000 Warrant Shares