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 REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Original Issue Date: June 16, 2015


Fixed Conversion Price (subject to adjustment
herein): $0.2043


 


$11,601,054.62


 


Second
AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE


DUE
MAY 31, 2019


 


THIS SECOND AMENDED AND
RESTATED SENIOR SECURED CONVERTIBLE NOTE is the duly authorized and validly issued Second Amended and Restated Senior Secured
Convertible Note of InterCloud Systems, Inc., a Delaware corporation, (the “Company”), and VaultLogix, LLC,
a Delaware limited liability company (“VaultLogix” and together with the Company, the “Borrowers”),
each having its principal place of business at 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702 (this “Note”).
This Note is deemed issued pursuant to the Securities Exchange Agreement (the “Securities Exchange Agreement”),
dated February 18, 2016, by and among the Holder (as defined below) and the Borrowers, and amends and restated the Note originally
issued pursuant to the Securities Exchange Agreement on February 18, 2016.


 






     


     


    

 


FOR VALUE RECEIVED, the
Borrowers, jointly and severally as co-borrowers, promise to pay to JGB (Cayman) Concord Ltd. or its registered assigns (the “Holder”),
or shall have paid pursuant to the terms hereunder, the principal sum of $11,601,054.62 in cash on May 31, 2019 (the “Maturity
Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest
to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions
hereof. As of September 1, 2016, the date of this amendment and restatement, the outstanding principal balance of this Note is
$5,000,505.74. This Note is subject to the following additional provisions:


 


Section 1.            Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined
herein shall have the meanings set forth in the Securities Exchange Agreement and (b) the following terms shall have the following
meanings:


 


“4.67%
Debenture” means the Third Amended and Restated Senior Secured Convertible Debentures of the Company issued to JGB (Cayman)
Waltham Ltd, as may be subsequently amended, restated, modified and supplemented.


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(d).


 


“Applicable
Interest Rate” means an annual rate equal to 4.67%, and, in any event, following the occurrence and during the continuance
of an Event of Default, an annual rate equal to seven percent (7%).


 


“Bankruptcy
Event” means any of the following events: (a) a Borrower or any Significant Subsidiary (as such term is defined in Rule
1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to such Borrower
or any Significant Subsidiary thereof, (b) there is commenced against a Borrower or any Significant Subsidiary thereof any such
case or proceeding that is not dismissed within sixty (60) days after commencement, (c) a Borrower or any Significant Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
(d) a Borrower or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) a Borrower or
any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) a Borrower or any Significant
Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its
debts, (g) a Borrower or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to,
approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of
the foregoing, or (h) a Borrower or any Significant Subsidiary thereof shall be unable to pay its debts as they become due, or
be unable to pay or perform under this Note, or shall become insolvent.


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


“Bloomberg”
means Bloomberg, L.P.


 






    	 	2	 



     


    

 


“Board
of Directors” means the board of directors or equivalent governing body of a Borrower.


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Buy-In”
shall have the meaning set forth in Section 4(c)(v).


 


“Change
of Control Transaction” means the occurrence after February 16, 2016 of (a) an acquisition by an individual or legal
entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
through legal or beneficial ownership of Equity Interests of a Borrower, by contract or otherwise) of in excess of fifty percent
(50%) of the voting securities of a Borrower (other than by means of Conversion of this Note), (b) a Borrower merges into or consolidates
with any other Person, or any Person merges into or consolidates with a Borrower and, after giving effect to such transaction,
the stockholders of such Borrower immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting
power of such Borrower or the successor entity of such transaction, (c) a Borrower sells or transfers all or substantially all
of its assets to another Person and the stockholders of such Borrower immediately prior to such transaction own less than fifty
percent (50%) of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one
time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority
of those individuals who are members of the Board of Directors on February 16, 2016 (or by those individuals who are serving as
members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members
of the Board of Directors who are members on February 16, 2016), or (e) the execution by a Borrower of an agreement to which such
Borrower is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, $0.0001 par value per share.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Conversion”
shall have the meaning ascribed to such term in Section 4(a).


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 






    	 	3	 



     


    

 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


 


“Conversion
Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable pursuant to this Note upon Conversion of this Note.


 


“Dispose”
means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction or by way of a merger)
of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith, in each case, whether or not the consideration therefor
consists of cash, securities or other assets owned by the acquiring Person, excluding any sales of inventory in the ordinary course
of business on ordinary business terms.


 


“Dollar
Volume Amount” means, with respect to any Trading Day, thirteen percent (13%) of the aggregate dollar trading volume
of the Common Stock on the Principal Market (or other applicable Trading Market) over the twenty (20) consecutive Trading Days
immediately prior to such Trading Day. For the purposes of this definition the term “dollar trading volume” for any
Trading Day shall be determined by multiplying the VWAP by the volume as reported on Bloomberg for such Trading Day.


 


“DTC”
means the Depository Trust Company.


 


“Equity
Conditions” means, during the period in question, (a) the Borrowers shall have duly honored all Conversions scheduled
to occur or occurring by virtue of one or more Notices of Conversions of the Holder, if any, (b) the Borrowers shall have paid
all liquidated damages and other amounts owing to the Holder in respect of this Note, (c) all of the Conversion Shares issuable
pursuant to this Note may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel
to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Company’s transfer
agent and the Holder, provided, however, this condition shall not be deemed satisfied (1) during any Rule 12b-25 extension period
with respect to any quarterly or annual report of the Company that is not filed by the prescribed due date for such quarterly
or annual report (without giving effect to any extension period) or (2) during any period that the Company is not in compliance
with the current public information requirements under Rule 144, including any public information requirements of paragraph (i)
of Rule 144, (d) the Common Stock is trading on a Trading Market and all of the Conversion Shares issuable pursuant to this Note
are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock
on a Trading Market will continue uninterrupted for the foreseeable future) and the issuance of such Conversion Shares would not
violate the rules and regulations of any such Trading Market, (e) there is a sufficient number of authorized but unissued and
otherwise unreserved shares of Common Stock for the issuance of all of the Conversion Shares then issuable pursuant to this Note,
(f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would
constitute an Event of Default, (g) the issuance of the Conversion Shares in question to the Holder would not violate the limitations
set forth in Section 4(d) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or
Change of Control Transaction that has not been consummated, (i) the Holder is not in possession of any information provided by
a Borrower or any person acting on their behalf that constitutes, or may constitute, material non-public information, and (j)
the Common Stock is DTC eligible and the Company’s transfer agent is participating in DTC’s Fast Automated Securities
Transfer Program.


 






    	 	4	 



     


    

 


“Equity
Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests
in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital
stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such
Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are outstanding on any date of determination.


 


“Event
of Default” shall have the meaning set forth in Section 8(a).


 


“Fixed
Conversion Price” means $0.2043, subject to adjustment as provided herein.


 


“Forced
Conversion” shall have the meaning set forth in Section 6(b).


 


“Forced
Conversion Amount” shall have the meaning set forth in Section 6(b).


 


“Forced
Conversion Notice” shall have the meaning set forth in Section 6(b).


 


“Forced
Conversion Period” shall have the meaning set forth in Section 6(b).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(d).


 


“Holder
Redemption Amount” shall have the meaning set forth in Section 6(a).


 


“Holder
Redemption Notice” shall have the meaning set forth in Section 6(a).


 


“Holder
Redemption Payment Date” shall have the meaning set forth in Section 6(a).


 


“Holder
Redemption Right” shall have the meaning set forth in Section 6(a).


 






    	 	5	 



     


    

 


“Indebtedness”
shall include (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar
instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements,
interest rate hedging agreements, interest rate swaps or other financial products, (c) all capital or equipment lease obligation
or purchase money security interests, (d) all obligations or liability secured by a Lien (except for Liens described in clause
(a) of the definition of Permitted Liens) on any asset of a Borrower, irrespective of whether such obligation or liability is
assumed), and (e) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made,
discounted or sold with recourse) any of the foregoing obligations of any other person or entity.


 


“Investments”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition (including by merger) of Equity Interests of another Person, (b) a loan, advance or capital contribution
to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or
(c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute
a business unit or all or a substantial part of the business of, such Person.


 


“Late
Fees” shall have the meaning set forth in Section 2(c).


 


“Mandatory
Default Amount” means the sum of (a) 110% of the outstanding principal amount of this Note plus 100% of accrued and
unpaid interest thereon and (b) all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“Monthly
Allowance” shall have the meaning set forth in Section 6(a).


 


“New
York Courts” shall have the meaning set forth in Section 9(d).


 


“Note
Register” shall have the meaning set forth in Section 2(d).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Obligations”
shall have the meaning set forth in Section 9(l).


 


“Original
Issue Date” means June 16, 2015, regardless of any transfers of this Note or amendments to this Note and regardless
of the number of instruments which may be issued to evidence this Note.


 


“Permitted
Indebtedness” means (a) the indebtedness evidenced by this Note and (b) the 4.67% Debenture.


 






    	 	6	 



     


    

 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Borrowers)
have been established in accordance with GAAP and which in do not exceed $10,000 in the aggregate and (c) Liens for the benefit
of the Holder.


“Person”
means any natural person, corporation, partnership, limited liability company, limited liability partnership, joint venture, trust,
association, company, or other entity, and any governmental authority or self-regulatory organization.


 


“Prepayment
Date” shall have the meaning set forth in Section 2(d).


 


“Prepayment
Notice” shall have the meaning set forth in Section 2(d).


 


“Principal
Market” means the principal Trading Market where the Common Stock is then listed or quoted.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Senior
Debt Financing” means a debt financing transaction consummated by the Company in a single transaction that meets the
following criteria: (i) a portion of the proceeds of the Senior Debt financing are used to satisfy all outstanding obligations
under the 4.67% Debenture, (ii) the Company and its subsidiaries (on a consolidated basis) will be solvent following the consummation
of the Senior Debt Financing and (iii) no Event of Default hereunder has occurred and is continuing upon consummation of the Senior
Debt Financing.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 


“Subsidiaries”
as to any Person, means any corporation, partnership, limited liability company, joint venture, trust or estate of or in which
more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class of such corporation may have
voting power upon the happening of a contingency), (b) the interest in the capital or profits of such partnership, limited liability
company, or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or
controlled through one or more intermediaries, or both, by such Person.


 


“Successor
Entity” shall have the meaning set forth in Section 5(d).


 


“Threshold
Period” shall have the meaning set forth in Section 6(b).


 


“Threshold
Price” shall have the meaning set forth in Section 6(b).


 


“Trading
Day” means a day on which the Principal Market is open for trading.


 






    	 	7	 



     


    

 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market, the
New York Stock Exchange or any U.S. trading market operated by the OTC Markets Group, Inc. (or any successors to any of the foregoing).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a
Trading Day from 9:30 a.m. (local time in New York City, New York) to 4:00 p.m. (local time in New York City, New York)), (b) if
the Common Stock is not then listed or quoted for trading on a Trading Market and if prices for the Common Stock are then reported
in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so reported, or (c) in all other cases, the
fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders and
reasonably acceptable to the Borrowers, the fees and expenses of which shall be paid by the Borrowers.


 


Section 2.             Interest;
Prepayment; Agreement to Subordinate.


 


a)         
Payment of Interest in Cash. The Borrowers shall pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note at the Applicable Interest Rate, payable monthly in arrears as of the last Trading Day of each calendar
month and on the Maturity Date (if any such date is not a Business Day, then the applicable payment shall be due on the next succeeding
Business Day) in cash.


 


b)         
Interest Calculations. Interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed,
and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with
all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made.


 


c)         
Late Fee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal
to the lesser of fifteen percent (15%) per annum or the maximum rate permitted by applicable law (the “Late Fees”)
which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.


 


d)         
Prepayment. At any time, and from time to time, the Borrowers may deliver a notice to the Holder (a “Prepayment
Notice”) of its irrevocable election to prepay all or any portion of the then outstanding principal amount of this Note
on the tenth (10th) Trading Day (the “Prepayment Date”) following the date of such Prepayment Notice, for cash
in an amount equal to 110% of the sum of (i) the applicable portion of the outstanding principal amount of this Note being prepaid
and (ii) all accrued but unpaid interest thereon. The Company covenants and agrees that it will honor all Notices of Conversion
tendered from the time of delivery of the Prepayment Notice through the date all amounts owing thereon are paid in full.


 






    	 	8	 



     


    

 


e)         
Agreement to Subordinate. At the request of the Company, the Holder shall subordinate a portion of the Indebtedness evidenced
by this Debenture to the indebtedness under the Senior Debt Financing, such subordination to be on terms reasonably acceptable
to the Holder, equal to $2,000,000 (less any portion of the principal balance that has been converted by the Holder pursuant to
Section 4 or redeemed pursuant to Section 6(a)).


 


Section 3.            Registration
of Transfers and Exchanges.


 


a)         
Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer
or exchange.


 


b)         
Investment Representations. This Note may be transferred or exchanged only in compliance with applicable federal and state
securities laws and regulations.


 


c)         
Reliance on Note Register. Prior to due presentment for transfer to the Borrowers of this Note, the Borrowers and any agent
of the Borrowers may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and none
of the Borrowers nor any such agent shall be affected by notice to the contrary.


 


Section 4.             Conversion.


 


a)         
Voluntary Conversion. At any time and from time to time until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into shares of Common Stock (subject to the limitations set forth in Section 4(d) hereof) at the option
of the Holder as provided herein. The Holder shall effect conversions (each a “Conversion”) by delivering to
the Borrowers a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”),
specifying therein the principal amount of this Note to be converted and the date on which such Conversion shall be effected (such
date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion
Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be
required. To effect Conversions hereunder, the Holder shall not be required to physically surrender this Note to the Borrowers
unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions
hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable
Conversion. The Holder and the Borrowers shall maintain records showing the principal amount(s) converted and the date of such
Conversion(s). In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in
the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason
of the provisions of this paragraph, following Conversion of a portion of this Note, the unpaid and unconverted principal amount
of this Note may be less than the amount stated on the face hereof.


 






    	 	9	 



     


    

 


b)         
Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall
be equal to the lowest of: (a) the Fixed Conversion Price, (b) 80% of the average of the VWAPs for each of the five (5) consecutive
Trading Days immediately prior to the applicable Conversion Date, and (c) 85% of the VWAP for the Trading Day immediately preceding
the applicable Conversion Date.


 


c)          Mechanics
of Conversion.




 


i.         
Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a Conversion
hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted
by (y) the Conversion Price.


 


ii.         
Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share
Delivery Date”), the Borrowers shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates
representing the Conversion Shares which, shall be free of restrictive legends and trading restrictions (other than those which
may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion
of this Note and (B) a wire transfer of immediately available funds in the amount of accrued and unpaid interest. The Borrowers
shall deliver any certificate or certificates required to be delivered by the Borrowers under this Section 4(c) electronically
through DTC without any restrictive legends provided that (i) the Company is in compliance with the current public information
requirements of Rule 144 and (ii) the Holder has delivered to the Borrowers a broker representation letter that the shares of
Common Stock represented by such certificates have been sold pursuant to Rule 144. The Borrowers shall cause, at their own expense,
Pryor Cashman LLP to provide any legal opinions required to deliver shares free of restrictive legends pursuant to this Section
4(c).


 


iii.         
Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not
delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written
notice to the Borrowers at any time on or before its receipt of such certificate or certificates, to rescind such Conversion,
in which event the Borrowers shall promptly return to the Holder any original Note delivered to the Borrowers and the Holder shall
promptly return to the Borrowers the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 






    	 	10	 



     


    

 


iv.         
Obligation Absolute; Partial Liquidated Damages. The Borrowers’ obligations to issue and deliver the Conversion Shares
upon Conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other Person of any obligation to the Borrowers or any violation or alleged violation
of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation
of the Borrowers to the Holder in connection with the issuance of such Conversion Shares; provided, however, that
such delivery shall not operate as a waiver by the Borrowers of any such action the Borrowers may have against the Holder. In
the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the Borrowers
may not refuse Conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged
in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining
and or enjoining Conversion of all or part of this Note shall have been sought and obtained, and the Borrowers post a surety bond
for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the
injunction, which bond shall remain in effect until the completion of litigation of the underlying dispute and the proceeds of
which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Borrowers shall
issue Conversion Shares or, if applicable, cash, upon a properly noticed Conversion. If the Borrowers fails for any reason to
deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the second Trading Day following the Share
Delivery Date, the Borrowers shall pay to the Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000
of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading
Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Share Delivery
Date until such certificates are delivered or Holder rescinds such Conversion; provided, however, if the Borrowers have failed
to deliver a certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date more than twice in any twelve
(12) month period, then such partial liquidated damages shall begin to accrue on the Share Delivery Date. Nothing herein shall
limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Borrowers’
failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section
hereof or under applicable law.


 






    	 	11	 



     


    

 


v.         
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available
to the Holder, if the Borrowers fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery
Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase
(in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock
to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the
Conversion relating to such Share Delivery Date (a “Buy-In”), then the Borrowers shall (A) pay in cash to the
Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s
total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the
aggregate number of shares of Common Stock that the Holder was entitled to receive from the Conversion at issue multiplied by
(2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage
commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the
principal amount of the attempted Conversion (in which case such Conversion shall be deemed rescinded) or deliver to the Holder
the number of shares of Common Stock that would have been issued if the Borrowers had timely complied with its delivery requirements
under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted Conversion of this Note with respect to which the actual sale price of the Conversion Shares
(including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately
preceding sentence, the Borrowers shall be required to pay the Holder $1,000. The Holder shall provide the Borrowers written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Borrowers, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrowers’
failure to timely deliver certificates representing shares of Common Stock upon Conversion of this Note as required pursuant to
the terms hereof.


 


vi.         
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the Conversion of
this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such Conversion, the Company
shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Conversion Price or round up to the next whole share.


 






    	 	12	 



     


    

 


vii.         
Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on Conversion of this Note shall
be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificates, provided that, the Borrowers shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate upon Conversion in a name other than that of the
Holder of this Note so converted and the Borrowers shall not be required to issue or deliver such certificates unless or until
the Person or Persons requesting the issuance thereof shall have paid to the Borrowers the amount of such tax or shall have established
to the satisfaction of the Borrowers that such tax has been paid. The Borrowers shall pay all Transfer Agent fees required for
processing of any Notice of Conversion and all fees to DTC (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Conversion Shares.


 


d)         
Holder’s Conversion Limitations. The Borrowers shall not effect any Conversion of this Note, and a Holder shall not
have the right to convert any portion of this Note, to the extent that after giving effect to the Conversion set forth on the
applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together
with the Holder or any of the Holder’s Affiliates) would beneficially own shares of Common Stock in excess of the Beneficial
Ownership Limitation (as defined below).  For purposes of this Section 4(d), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the
limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other
securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be
in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination
of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which
principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance
with this restriction, the Holder will be deemed to represent to the Borrowers each time it delivers a Notice of Conversion that
such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Borrowers shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the
number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent
periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company,
or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares
of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally
and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon Conversion of this Note held by the Holder.
The Holder, upon not less than sixty one (61) days’ prior notice to the Borrowers, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
upon Conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall
continue to apply. Any such increase or decrease will not be effective until the sixty first (61st) day after such
notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion
hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes
or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph
shall apply to a successor holder of this Note.


 






    	 	13	 



     


    

 


Section 5.            Certain
Adjustments.


 


a)         
Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock
Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion
of, or payment of interest on, this Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,
(iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares
or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company,
then the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common
Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)         
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could
have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete Conversion of this Note (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)         
Pro Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of
capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a "Distribution"), at any time after the issuance of this Note, then, in each such case, the Holder shall be
entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete Conversion of this Note (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a
record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the
Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any
shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 






    	 	14	 



     


    

 


d)         
Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%)
or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent Conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that
would have been issuable upon such Conversion immediately prior to the occurrence of such Fundamental Transaction (without regard
to any limitation in Section 4(d) on the Conversion of this Note), the number of shares of capital stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note
is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the Conversion
of this Note). For purposes of any such Conversion, the determination of the Conversion Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of
Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any Conversion of this Note following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under
this Note and the other Operative Documents in accordance with the provisions of this Section 5(d) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a
security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which
is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the shares of Common Stock acquirable and receivable upon Conversion of this Note (without regard to any limitations on the
Conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the Conversion Price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to
such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion
price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Note and the other Operative Documents referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Operative Documents with the same effect as if such Successor Entity had been named
as the Company herein.


 






    	 	15	 



     


    

 


e)         
Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued
and outstanding.


 


f)          
Notice to the Holder.


 


i.         
Adjustment to Fixed Conversion Price. Whenever the Fixed Conversion Price is adjusted pursuant to any provision of this
Section 5, the Company shall promptly deliver to the Holder a notice setting forth the Fixed Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.


 


ii.         
Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed
at each office or agency maintained for the purpose of Conversion of this Note, and shall cause to be delivered to the Holder
at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery
thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall
remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date
of the event triggering such notice except as may otherwise be expressly set forth herein.


 






    	 	16	 



     


    

 


Section 6.             Optional
Redemption at the Election of the Holder; Forced Conversion.


 


(a)         
Commencing on May 17, 2016, the Holder shall have the right, at its option, to require the Company to redeem in cash up to three
hundred twenty two thousand two hundred fifty two dollars ($322,252) of the outstanding principal amount of this Note plus accrued
and unpaid interest thereon (the “Monthly Allowance”) per calendar month (the “Holder Redemption Right”).
The Holder may exercise its Holder Redemption Right for a calendar month by sending a written notice, the form of which is attached
hereto as Annex B (each a “Holder Redemption Notice”), to the Company at any time on the last Trading
Day of such calendar month, which Holder Redemption Notice shall specify the principal amount to be redeemed and the amount of
accrued and unpaid interest thereon (the “Holder Redemption Amount”). The Company shall promptly, but in any
event no more than three (3) Trading Days after the date that the Holder delivers a Holder Redemption Notice to the Company (the
“Holder Redemption Payment Date”), pay the applicable Holder Redemption Amount to the Holder in cash by wire
transfer of immediately available funds. Provided that no Event of Default of has occurred and is continuing, the Monthly Allowance
for a given calendar month shall be reduced (but not below zero) by the principal amount of this Note converted by the Holder
pursuant to Section 2 hereof (and for which conversions the Company has actually delivered the Conversion Shares to the Holder)
during such calendar month. For the avoidance of doubt, to the extent that the principal amount of this Note converted by the
Holder during a particular calendar month exceeds the Monthly Allowance such excess amount shall not be carried over to
reduce the Monthly Allowance for any subsequent calendar month.


 






    	 	17	 



     


    

 


(b)         
Forced Conversion. If, at any time after September 1, 2016, (i) the VWAP for Common Stock equals or exceeds two hundred
percent (200%) of the Fixed Conversion Price (the “Threshold Price”) for any five (5) consecutive Trading Days
(the “Threshold Period”), and (ii) the Equity Conditions have been satisfied on each Trading Day during the
Threshold Period and each of the ten (10) consecutive Trading Days immediately prior to the first day of the Threshold Period,
then the Company shall have the option, within two (2) Trading Days after the end of any such Threshold Period, to deliver a written
notice to the Holder (a “Forced Conversion Notice”) to cause the Holder to convert, pursuant to Section 4 hereof,
a principal amount of this Note (a “Forced Conversion”), during the thirty (30) Trading Day period after the
Holder’s receipt of the Forced Conversion Notice (the “Forced Conversion Period”), equal to the lesser
of (1) the Dollar Volume Amount on the date of the Forced Conversion Notice and (2) one million dollars ($1,000,000) (such lesser
amount, the “Forced Conversion Amount”); provided, however, if the Equity Conditions cease to be satisfied
at any time during the Forced Conversion Period or the VWAP for the Common Stock on any Trading Day during the Forced Conversion
Period is less than the Threshold Price, then the Holder shall be under no further obligation with respect to such Forced Conversion.
The Holder shall effect any Forced Conversion by delivering one or more Notices of Conversions pursuant to Section 4 at any time,
and from time to time, during the applicable Forced Conversion Period, for an aggregate principal amount equal to the Forced Conversion
Amount. For the avoidance of doubt, the Company may deliver more than one Forced Conversion Notice during the term of this Note,
provided, that it may not deliver a Forced Conversion Notice during any Forced Conversion Period unless there is no further Forced
Conversion Amount that is as yet unconverted. For the further avoidance of doubt, nothing in this Section 6(b) shall be deemed
to limit the Holder’s right to voluntarily convert all or any portion of this Note, at any time, and from time to time,
in accordance with Section 4, and the Holder may submit Notices of Conversion for a principal amount of this Note in excess of
the Forced Conversion Amount during any Forced Conversion Period. The Company will not deliver a Forced Conversion Notice hereunder
unless it also delivers a Forced Conversion Notice under the 4.67% Note.


 


Section 7.             Covenants.


 


a)         
As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, VaultLogix
shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:


 


i.          
other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness of any kind,
including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired
or any interest therein or any income or profits therefrom;


 


ii.         
other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to
any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


iii.         
make or hold any Investments;


 


iv.          Dispose of any of its assets other than the sale of inventory in the ordinary course of business consistent with past practices;


 



    	 	18	 



     


    

 


v.         
amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of the Holder;


 


vi.          merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person
or otherwise suffer or permit a Change of Control Transaction; or


 


vii.         repay, repurchase or offer to repay, repurchase or otherwise acquire any of its Equity Interests;


 


viii.        repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness other than this Note;


 


ix.         
pay cash dividends or distributions on any of its Equity Interests


 


x.         
enter into any transaction with any Affiliate of a Borrower which would be required to be disclosed in any public filing with
the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested
directors of the Company (even if less than a quorum otherwise required for board approval); or


 


xi.         
enter into any agreement with respect to any of the foregoing.


 


b)         
As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, the
Company shall not suffer or permit a Change of Control Transaction or enter into any agreement with respect thereto.


 


Section 8.            Events
of Default.


 


a)         
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event
and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or governmental body):


 


i.            any default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing
to a Holder on any Note, as and when the same shall become due and payable, in any case, whether on a Conversion Date, the Maturity
Date or Holder Redemption Date or by acceleration or otherwise;


 






    	 	19	 



     


    

 


ii.           a Borrower shall fail to observe or perform any other covenant or agreement contained in this Note (other than a breach by the
Company of its obligations to deliver shares of Common Stock to the Holder upon Conversion, which breach is addressed in clause
(viii) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after
notice of such failure sent by the Holder or by any other Holder to the Company and (B) ten (10) Trading Days after a Borrower
has become or should have become aware of such failure; provided, that any failure to observe or perform Section 7 shall be an
immediate Event of Default without any grace period;


 


iii.          a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
or any material breach shall occur under (A) any of the Operative Documents or (B) any other material agreement, lease, document
or instrument to which a Borrower or any Subsidiary thereof is obligated (and not covered by clause (vi) below);


 


iv.          any representation or warranty made in this Note, any other Operative Documents, any written statement pursuant hereto or thereto
or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or
incorrect in any material respect as of the date when made or deemed made;


 


v.           a Borrower or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof shall be subject
to a Bankruptcy Event;


 


vi.          a Borrower or any Subsidiary thereof shall default on any of its obligations under any mortgage, credit agreement or other facility,
indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured
or evidenced, any Indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves
an obligation greater than $250,000, whether such Indebtedness now exists or shall hereafter be created, and (b) results in such
Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;


 


vii.         (a) the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible
to resume listing or quotation for trading thereon within five (5) Trading Days, (b) the shares of Common Stock are suspended
from trading or otherwise not listed or quoted for trading on a Trading Market for five (5) Trading Days (which need not be consecutive)
during any twelve (12) month period, or (c) the shares of Common Stock are suspend from trading or otherwise not listed or quoted
for trading on a Trading Market for three (3) consecutive Trading Days;


 






    	 	20	 



     


    

 


viii.        the Borrowers shall fail for any reason to deliver certificates to a Holder prior to the second Trading Day after a Share Delivery
Date or a Borrower shall provide at any time notice to the Holder, including by way of public announcement, of its intention to
not honor requests for conversions of this Note in accordance with the terms hereof;


 


ix.          an Event of Default (as defined therein) occurs and is continuing under the 4.67% Debenture;


 


x.           a Public Information Failure occurs and continues uncured for ten (10) consecutive Trading Days;


 


xi.          the electronic transfer by the Company of shares of Common Stock through DTC or another established clearing corporation is no
longer available or is subject to a “chill”;


 


xii.         any monetary judgment, writ or similar final process shall be entered or filed against a Borrower, any Subsidiary or any of their
respective property or other assets for more than $500,000, and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of forty five (45) calendar days; or


 


xiii.        there shall have occurred any significant and material adverse change in the business, operations, properties or condition (financial
or otherwise) of a Borrower or any Significant Subsidiary, which, in the reasonable opinion of the Holder acting in good faith,
impairs its security or increases its risk.


 


b)         
Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued
but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become,
at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount; provided, that such acceleration
shall be automatic, without any notice or other action of the Holder required, in respect of an Event of Default occurring pursuant
to clause (v) of Section  8(a). For the avoidance of doubt, in no event shall the Mandatory Default Amount be payable in
shares of Common Stock. Upon the payment in full of the Mandatory Default Amount in cash, the Holder shall promptly surrender
this Note to or as directed by the Borrowers. In connection with such acceleration described herein, the Holder need not provide,
and the Borrowers hereby waive, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and
without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and
the Holder shall have all rights as a holder of this Note until such time, if any, as the Holder receives full payment pursuant
to this Section 8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.


 






    	 	21	 



     


    

 


Section 9.            Miscellaneous.


 


a)         
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent
by a nationally recognized overnight courier service, addressed to the Borrowers, at the address set forth above, or such other
facsimile number, email address, or address as the Borrowers may specify for such purposes by notice to the Holder delivered in
accordance with this Section 9(a).  Any and all notices or other communications or deliveries to be provided by the Borrowers
hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized
overnight courier service addressed to the Holder at the facsimile number or email address or address of the Holder appearing
on the books of the Borrowers, or if no such facsimile number or email attachment or address appears on the books of the Borrowers,
at the principal place of business of such Holder, as set forth in the Securities Exchange Agreement.  Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth
on the signature pages attached hereto prior to 5:30 p.m. (New York City time) (or such later time expressly specified elsewhere
in this Note) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) (or such later time expressly specified elsewhere
in this Note) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.


 


b)         
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation
of the Borrowers, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable,
on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation
of the Borrowers.


 


c)         
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Borrowers shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen
or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt
of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Borrowers.


 






    	 	22	 



     


    

 


d)         
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be
governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by any of the Operative Documents (whether brought against a party hereto or its respective Affiliates,
directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City
of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to
the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Operative Documents),
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions
contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding.


 


e)         
Amendments; Waivers. No provision herein may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Borrowers and the Holder, or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this
Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair
the exercise of any such right.


 


f)          
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain
in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all
other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates
the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law. The Borrowers covenant (to the extent that they may lawfully do so) that
they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law or other law which would prohibit or forgive the Borrowers from paying all or any portion of the principal
of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect
the covenants or the performance of this Note, and the Borrowers (to the extent it may lawfully do so) hereby expressly waive
all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.


 






    	 	23	 



     


    

 


g)         
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief.  The remedies provided in this Note
shall be cumulative and in addition to all other remedies available under this Note and any of the other Operative Documents at
law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the
Holder’s right to pursue actual and consequential damages for any failure by the Borrowers to comply with the terms of this
Note.  The Borrowers covenant to the Holder that there shall be no characterization concerning this instrument other than
as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and
the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein,
be subject to any other obligation of the Borrowers (or the performance thereof). Each Borrower acknowledges that a breach by
it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be
inadequate. Each Borrower therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled,
in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without
the necessity of showing economic loss and without any bond or other security being required. Each Borrower shall provide all
information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm each Borrower’s
compliance with the terms and conditions of this Note.


 


h)         
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.


 


i)            Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be
deemed to limit or affect any of the provisions hereof.


 


j)            Secured Obligation. The obligations of the Borrowers under this Note are secured by the collateral identified in the Security
Agreement, dated as of February 18, 2016, between the Debtors (as defined therein) and the Holder.


 


k)         
Reservation of Shares. The Company covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note, each as herein provided, free
from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such aggregate
number of shares of the Common Stock as shall (subject to the terms and conditions set forth herein and in the Purchase Agreement)
be issuable upon the conversion of the then outstanding principal amount of this Note. The Company covenants that all shares of
Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.


 






    	 	24	 



     


    

 


l)          
Co-Borrowers.


 


i.         
Borrowers are jointly and severally liable for all of the indebtedness, obligations, and liabilities of the Borrowers now or hereafter
existing under this Note and the Operative Documents, whether for principal, interest, fees, expenses, indemnification or otherwise
(the “Obligations”) and the Holder may proceed against one Borrower to enforce the Obligations without waiving
its right to proceed against the other Borrower. This Note and the Operative Documents are a primary and original obligation of
each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity
or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the
Holder and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of the principal
amount of this Note were advanced to such Borrower. The Holder may rely on any certificate or representation made by any Borrower
as made on behalf of, and binding on, all Borrowers. Each Borrower appoints each other Borrower as its agent with all necessary
power and authority to give and receive notices, certificates or demands for and on behalf of all Borrowers. This authorization
cannot be revoked, and the Holder need not inquire as to one Borrower’s authority to act for or on behalf of another Borrower.


 


ii.         
Notwithstanding any other provision of this Note or any other Operative Document, each Borrower irrevocably waives, until all
Obligations are paid in full, all rights that it may have at law or in equity (including, without limitation, any law subrogating
a Borrower to the rights of the Holder under this Note or any other Operative Documents) to seek contribution, indemnification,
or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable
for any of the Obligations, for any payment made by a Borrower with respect to the Obligations in connection with the Operative
Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations
as a result of any payment made by a Borrower with respect to the Obligations in connection with the Operative Documents or otherwise.
Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null
and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust
for the Holder and such payment shall be promptly delivered to the Holder for application to the Obligations, whether matured
or unmatured.


 






    	 	25	 



     


    

 


iii.         
Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition
of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding
at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase
a Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices
and demands to which Borrower would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any
defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability
of any other Borrower. The Holder’s failure at any time to require strict performance by any Borrower of any provision of
this Note or the other Operative Documents shall not waive, alter or diminish any right of the Holder thereafter to demand strict
compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of the Holder that
changes the scope of such Borrower’s risks hereunder. Each Borrower hereby waives any right to assert against the Holder
any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have against
another Borrower or any other Person liable to the Holder with respect to the Obligations in any manner or whatsoever.


 


iv.         
The liability of the Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any
of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability,
whether partial or total, of rights, if any, which the Holder may now or hereafter have against any other Person, including another
Borrower, or property with respect to any of the Obligations. Without notice to any given Borrower and without affecting the liability
of any given Borrower hereunder, the Holder may (i) compromise, settle, renew, extend the time for payment, change the manner
or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to
any other Borrower by written agreement with such other Borrower, (ii) grant other indulgences to another Borrower in respect
of the Obligations, (iii) modify in any manner any documents relating to the Obligations with respect to any other Borrower by
written agreement with such other Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations,
whether pledged by a Borrower or any other Person, or (v) compromise, settle, renew, or extend the time for payment, discharge
the performance of, decline to enforce, or release all or any obligations of any guarantor, endorser or other Person who is now
or may hereafter be liable with respect to any of the Obligations.


 


*********************


 


(Signature Pages Follow)




    	 	26	 



     


    

 


IN WITNESS WHEREOF, the
parties below have caused this Note to be duly executed by a duly authorized officer as of September 1, 2016.


 





	 	InterCloud Systems, inc.
	 	 	 
	 	By: 	
	 	Name: 	 
	 	Title: 	 
	 	Facsimile
    No.    for delivery of Notices: _______________ 
	 	E-mail Address for delivery of Notices: ______________ 
	 	 	 
	 	VAULTLOGIX, LLC
	 	 	 
	 	By:
	 
	 	Name: 	 
	 	Title: 	                                                                   
	 	Facsimile No.   for delivery of Notices: _______________ 
	 	E-mail Address for delivery of Notices: ______________
	 	 	 
	 	JGB (CAYMAN) CONCORD LTD. 
	 	 	 
	 	By: 	 
	 	Name:  	Brett Cohen
	 	Title:  	President
	 	Facsimile No.   for delivery of Notices: (212) 253-4093 
	 	E-mail Address(es) for delivery of Notices:  sehrenberg@jgbcap.com, bcohen@jgbcap.com,  dshmookler@jgbcap.com,  jwhite@jgbcap.com




 




     


     


    

 


ANNEX
A


 


NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert principal under the Second Amended and Restated Senior Secured Convertible Note due May 31, 2019 of InterCloud
Systems, Inc., a Delaware corporation (the “Company”), and VaultLogix, LLC, a Delaware limited liability company
(“VaultLogix” and together with the Company, the “Borrowers”), into shares of common stock (the
“Common Stock”), of the Company according to the conditions hereof, as of the date written below. No fee will
be charged to the holder for any conversion.


 


By the delivery of this
Notice of Conversion the undersigned represents and warrants to the Borrowers that its ownership of the Common Stock does not
exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


Conversion calculations:


Date to Effect Conversion:


 


Conversion Price:


 


Principal Amount of Note to be Converted:


 


Accrued and unpaid interest thereon:


 


Number of shares of Common Stock
to be issued:


 





Signature:


 


Name:


 


Address for Delivery of
Common Stock Certificates:


 


Or


 


DWAC Instructions:


 


Broker No: 
______________


Account No:  ____________


 




     


     


    

 


Schedule 1


 


CONVERSION SCHEDULE


 


The Second Amended and Restated Senior Secured
Convertible Note due on May 31, 2019, in the aggregate principal amount of $11,601,054.62 is issued by InterCloud Systems, Inc.,
a Delaware corporation, and VaultLogix, LLC, a Delaware limited liability company. This Conversion Schedule reflects conversions
made under Section 4 of the above referenced Note.


 


Dated:


 


	Date of Conversion 	 	 Amount of Conversion	 	 Aggregate Principal Amount Remaining Subsequent to Conversion 
(or original Principal Amount)	 	 Borrowers’ Attest