Exhibit
10.1


 


InterCloud
Systems, Inc.


1030
Broad Street

Suite 102

Shrewsbury, NJ 07702

(561) 988-1988





July
28th, 2014


 


Gentlemen:


 


Reference
is made to the INTEREST PURCHASE AGREEMENT, dated as of March 19, 2014 (the "Agreement"), made and entered into by and
among VAULTLOG1X, LLC, a Delaware limited liability company ("VL"), DATA PROTECTION SERVICES, LLC, a Delaware limited
liability company ("DPS"), U.S. DATA SECURITY ACQUISITION, LLC, a Delaware limited liability company (together with
VL and DPS, the "Company"), LONDON BAY - VL ACQUISITION COMPANY, LLC, a Delaware limited liability company ("Holding
Company"), TIER 1 SOLUTIONS, INC. (together with Holding Company, the "Sellers") and INTERCLOUD SYSTEMS, INC.,
a Delaware corporation. Terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.


 


This
letter will confirm our understanding and agreement that the Agreement shall be hereby amended as follows:


 


1.          The
Final Termination Date, as defined in Section 9.1(d) of the Agreement, shall hereby be extended to August 14, 2014, and shall
be deemed to end on 5:00 p.m. Eastern time on August 14, 2014.


 


2.          The
third sentence of Section 2.2(b) of the Agreement shall be deleted and replaced in its entirety as follows:


 


"The
Promissory Notes shall be convertible into shares of common stock, par value $0.0001 per share, of the Buyer (the "Common
Stock"), at a conversion price (subject to adjustment as set forth in the Promissory Notes) equal to $6.37 per share
of Common Stock."


 


3.          Section
2.2(c) of the Agreement shall be deleted and replaced in its entirety as follows:


 


"Equity.
Buyer will issue to the individuals or entities designated by the Sellers prior to Closing, in the respective amounts and
names designated by the Sellers prior to Closing, the following shares of Common Stock (collectively, the "Buyer
Closing Shares"): (i) an aggregate number of unregistered shares of Common Stock equal to the quotient of (x) Eleven
Million Five Hundred Thousand Dollars ($11,500,000), divided by (y) $16.50, and (ii) an aggregate number of unregistered
shares of Common Stock equal to the quotient of (x) Two Hundred Fifty
Thousand Dollars ($250,000), divided by (y) the Closing Price of the Common Stock on the trading day immediately prior to the
Closing Date. The Buyer Closing Shares shall bear such restrictive legends as are required under applicable
Law."


 



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Except
as amended by this letter agreement, the Agreement shall otherwise remain in full force and effect and the parties hereby jointly
and individually, ratify and reaffirm the terms, covenants, representations, warranties and conditions thereof.


 


If
the foregoing is in accordance with your understanding of our agreement, kindly sign and return this letter agreement, whereupon
it will become a binding agreement between the parties to the Agreement in accordance with its terms.


 


	 	Very
    truly yours,
	 	 	 
	 	INTERCLOUD
    SYSTEMS INC.
	 	 	 
		By: 	 
	 	Name:

        Title:
	 
	 	 	 




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Accepted
and Agreed to this


28th
day of July, 2014.


 


SELLERS:


 


	LONDON
    BAY – VL ACQUISITION

 COMPANY, LLC	 
	 	 
	By:	/s/
    Matthew T. Carroll	 
	Name:	Matthew
    T. Carroll	 
	Title:	Authorized
    Person	 
	 	 	 
	TIER
    1 SOLUTIONS, INC.	 
	 	 	 
	By:	/s/
    Timothy A. Hannibal	 
	Name:	Timothy
    A. Hannibal	 
	Title:	Authorized
    Person	 
	 	 	 
	COMPANY:	 
	 	 
	VAULTLOGIX,
    LLC	 
	 	 	 
	By:	/s/
    Timothy A. Hannibal	 
	Name:	Timothy
    A. Hannibal	 
	Title:	Secretary	 
	 	 	 
	DATA
    PROTECTION SERVICES, LLC	 
	 	 	 
	By:	/s/
    Timothy A. Hannibal	 
	Name:	Timothy
    A. Hannibal	 
	Title:	Secretary	 
	 	 	 
	U.S.
    DATA SECURITY ACQUISITION, LLC	 
	 	 	 
	By:	/s/
    Timothy A. Hannibal	 
	Name:	Timothy
    A. Hannibal	 
	Title:	Secretary	 


  


[Signature
Page to Extension Letter]


 


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