f10k2013ex10li_intercloud.htm


Exhibit 10.51


 


INTERCLOUD SYSTEMS, INC.


331 Newman Springs Road


Building 1, Suite 104


Red Bank, NJ 07701







          April 4, 2014


 


Dominion Capital LLC


341 West 38th Street • Suite 800


New York NY 10018


Attn: Daniel Kordash


Head of Structured Products


Managing Partner







31 Group LLC


c/o Magna Group LLC


5 Hanover Square – 16th Floor


New York, New York 10003


Attn: Joshua Sason


Managing Member







Re:           Exchange Agreement







Gentlemen:


 


Reference is made to that certain Exchange Agreement dated as of March 13, 2014, by and among INTERCLOUD SYSTEMS, INC. f/k/a GENESIS GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), RIVES-MONTEIRO LEASING, LLC, an Alabama limited liability company (“Rives”), TROPICAL COMMUNICATIONS, INC., a Florida corporation (“TCI”), ADEX CORPORATION, a New York corporation (“ADEX”), T N S, INC., an Illinois corporation (“TNS”), ADEXCOMM CORPORATION, a Florida corporation (“ADEXCOMM”), AW SOLUTIONS, INC., a Florida corporation (“AWS”), and INTEGRATION PARTNERS-NY CORPORATION, a New Jersey corporation (“IPC”), and DOMINION CAPITAL LLC and 31 GROUP LLC (collectively, the “Holders”) (the “Exchange Agreement”).







Schedule A-1 to the Exchange Agreement provides:







If on the third trading day following the Closing Date, 85% of the volume weighted average price of the Common Stock for such date is less than $10.50, then an additional number of shares of Common Stock shall be issued so as to make the per share value at which the MM Debt Amount is exchanged such lower price.


 


We have agreed that in consideration of $5.00, and other consideration the sufficiency of which is hereby acknowledged, as well as the agreements set forth herein and intending to be legally bound the parties to the Exchange Agreement agree to the following amendments to Schedule A-1:


 


No later than April 17, 2014, the Company shall issue to the Holders such additional shares equal to the difference between the lesser of (a) the Principal Amount of the Notes divided by 85% of the volume weighted average price of the Common Stock on April 14, 2014 and the Principal Amount of the Notes divided by $10.50 per share or (b) the Principal Amount of the Notes divided by $10.00 and the Principal Amount of the Notes divided by $10.50 per share.









  





  











  






 


In addition, the Company covenants to the Holders that it will disclose the material terms of this amendment to the Exchange Agreement no later than with the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.







IN WITNESS WHEREOF, the parties have executed this amendment to the Exchange Agreement as of April 4, 2014.


 


INTERCLOUD SYSTEMS, INC.







By:       /s/ Lawrence Sands                                                                         


Name:  Lawrence Sands


Title:    Senior Vice President








	
RIVES-MONTEIRO LEASING, LLC


	  
	
By:       /s/ Lawrence Sands                                                                          


Name:  Lawrence Sands


Title:    Vice President


	  
	
TROPICAL COMMUNICATIONS, INC.


	  
	
By:       /s/ Lawrence Sands                                                                          


Name:  Lawrence Sands


Title:    Vice President


	  
	
ADEX CORPORATION


	  
	
By:       /s/ Lawrence Sands                                                                         


Name:  Lawrence Sands


Title:    Vice President


	  
	
T N S, INC.


 


By:       /s/ Lawrence Sands                                                                        


Name:  Lawrence Sands


Title:    Vice President


	  
	
ADEXCOMM CORPORATION


	  
	
By:       /s/ Lawrence Sands                                                                         


Name:  Lawrence Sands


Title:    Vice President


 





 




  





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AW SOLUTIONS, INC.


	  
	
By:       /s/ Lawrence Sands                                                                         


Name:  Lawrence Sands


Title:    Vice President












INTEGRATION PARTNERS-NY CORPORATION







By:       /s/ Lawrence Sands                                                                         


Name:  Lawrence Sands


Title:    Vice President










DOMINION CAPITAL LLC




 



By:       /s/ Mikhail Gurevich                                                                          





Name:  Mikhail Gurevich





Title:    Managing Member










31 GROUP, LLC










By:       /s/ Joshua Sason                                                                              





Name:  Joshua Sason





Title:    Managing Member


 


 


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