Exhibit
10.1


 SECURITIES
PURCHASE AGREEMENT


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2014, is by and among InterCloud Systems, Inc.,
a Delaware corporation with offices located at 1030 Broad Street, Suite 102, Shrewsbury, New Jersey 07702 (the “Company”),
and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,
the “Buyers”).


RECITALS


A.      The Company
and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D
(“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


B.     Each Buyer
wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) the aggregate number
of shares of Common Stock (as defined below) as set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers
(which aggregate amount for all Buyers shall be 860,000 shares of Common Stock and shall collectively be referred to herein as
the “Common Shares”), and (ii) a warrant to initially acquire up to that number of additional shares of Common
Stock set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, in the form attached hereto as Exhibit
A (the “Warrants”) (as exercised, including any Base Warrant Shares (as defined in the Warrants) and
any Make-Whole Warrant Shares (as defined in the Warrants), collectively, the “Warrant Shares”).


C.     At the Closing,
the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit B
(the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration
rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933 Act and the
rules and regulations promulgated thereunder, and applicable state securities laws.


F.     The Common
Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”


AGREEMENT


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


1.            PURCHASE AND SALE OF COMMON SHARES AND WARRANTS.


(a)     Common
Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company
shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing
Date (as defined below) such aggregate number of Common Shares as is set forth opposite such Buyer’s name in column (3)
on the Schedule of Buyers along with Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth
opposite such Buyer’s name in column (4) on the Schedule of Buyers.



    	



    	 	 	 



    




(b)     Closing. The closing (the “Closing”) of the purchase of the Common Shares and the Warrants by
the Buyers shall occur at the offices of Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New York, NY 10166. The date
and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st)
Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other
date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day” means any day other
than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain
closed.


(c)     Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the
“Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (5) on the Schedule
of Buyers.


(d)     Form
of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of the lead Buyer,
the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Common Shares and the Warrants to be issued
and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Wire Instruction
Letter (as defined below) and (ii) the Company shall deliver to each Buyer certificates representing (A) such aggregate number
of Common Shares as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers and (B) a Warrant pursuant
to which such Buyer shall have the right to initially acquire up to such number of Warrant Shares as is set forth opposite such
Buyer’s name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered
in the name of such Buyer or its designee.


2.          BUYER’S
REPRESENTATIONS AND WARRANTIES.


Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing
Date:


(a)      Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


(b)      No Public Sale or Distribution. Such Buyer is (i) acquiring its Common Shares and Warrants, and (ii) upon exercise
of its Warrants will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with
a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities
laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein,
such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement
or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly
or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws.



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(c)      Accredited Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D.


(d)      Reliance
on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of such Buyer to acquire the Securities.


(e)      Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested
by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Such Buyer
understands that its investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.


(f)      
No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


(g)      Transfer
or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section
4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and
may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall
have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyer, in a form reasonably acceptable
to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities
can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto)
(collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in
accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances
in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that
term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations
of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the
Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.



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(h)      Validity;
Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered
on behalf of such Buyer and constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in
accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.


(i)      No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights
Agreement and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of such Buyer or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses
(ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.


(j)      Residency.
Such Buyer is a resident of the jurisdiction specified below its address on the Schedule of Buyers.


3.          REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


The Company represents
and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:


(a)      Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in
good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their
properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company
and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse
Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business,
properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the
Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other
Transaction Documents or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective
obligations under any of the Transaction Documents (as defined below). Other than as set forth in the SEC Documents, the Company
has no Subsidiaries. “Subsidiaries” means any Person in which the Company, directly or indirectly, (x) beneficially
owns at least 20% of the outstanding capital stock or holds any equity or similar interest of such Person or (y) controls or operates
all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred
to herein as a “Subsidiary.”



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(b)      Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform
its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms
hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares
and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of
the Warrants) have been duly authorized by the Company’s board of directors or other governing body and (other than (i) the
filing of a Form D under Regulation D of the Securities Act of 1933, as amended, (ii) the 8-K Filing (as defined below),
(iii) the listing of the Warrant Shares on the Principal Market (as defined below), and (iv) the filing of the Registration Statement
with the SEC) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders
or other governing body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and
delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company
in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by
federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants,
the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements
and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby
and thereby, as may be amended from time to time.


(c)      Issuance of Securities. The Common Shares, when issued, will be validly issued, fully paid and nonassessable and free from
all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances,
security interests and other encumbrances (collectively “Liens”) with respect to the issue thereof, with the
holders being entitled to all rights accorded to a holder of Common Stock. The Warrants are duly authorized and upon issuance
in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from
all Liens with respect to the issue thereof. As of the Closing, the Company shall have reserved from its duly authorized capital
stock not less than 135% of the maximum number of Warrant Shares issuable upon exercise of the Warrants as of such date (without
taking into account any possible adjustments pursuant to the anti-dilution rights attendant thereto or any limitations on the
exercise of the Warrants set forth therein and assuming an exercise price equal to the Fixed Exercise Price (as defined in the
Warrants) as of the Closing Date). Upon exercise in accordance with the Warrants, the Warrant Shares, when issued, will be validly
issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances
with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. “Common
Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common
stock.


 



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(d)      No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and its Subsidiaries
and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without
limitation, the issuance of the Common Shares, the Warrants and Warrant Shares and the reservation for issuance of the Warrant
Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation,
any certificate of designation contained therein) or other organizational documents of the Company or any of its Subsidiaries,
any capital stock of the Company or any of its Subsidiaries or Bylaws (as defined below) of the Company or any of its Subsidiaries,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq
Capital Market (the “Principal Market”) and including all applicable federal laws, rules and regulations) applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound
or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected
to have a Material Adverse Effect.


(e)      Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of,
or make any filing or registration with (other than (i) the filing of a Form D under Regulation D of the Securities Act
of 1933, as amended, (ii) the 8-K Filing (as defined below), (iii) the listing of the Warrant Shares on the Principal Market,
and (iv) the filing of the Registration Statement with the SEC), any Governmental Entity (as defined below) or any regulatory or
self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under
or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations,
orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence
have been or will be obtained or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries
are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting
any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the
requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting
or suspension of the Common Stock in the foreseeable future. “Governmental Entity” means any nation, state,
county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign,
or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department,
official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise,
any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality
of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization
or any of the foregoing.



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(f)      Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”
(as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner”
of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor
or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents
and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents
in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such
Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter
into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its
representatives.


(g)      No
General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any
Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning
of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any
placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer
or its investment advisor) relating to or arising out of the transactions contemplated hereby. Other than Aegis Capital Corp.
(the “Placement Agent”), neither the Company nor any of its Subsidiaries has engaged any placement agent or
other agent in connection with the offer or sale of the Securities.


(h)      No
Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with
prior offerings or otherwise, or, other than the Stockholder Approval (as defined below) cause this offering of the Securities
to require approval of stockholders of the Company under any applicable stockholder approval provisions, including, without limitation,
under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are
listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf
will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause
the offering of any of the Securities to be integrated with other offerings of securities of the Company.


(i)      Dilutive
Effect. The Company understands and acknowledges that the number of Warrant Shares may increase in certain circumstances.
The Company further acknowledges that its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with
this Agreement and the Warrants is absolute and unconditional regardless of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of the Company.


(j)     Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision
under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation
or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.
The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder
rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in
control of the Company or any of its Subsidiaries.



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(k)      SEC
Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all reports,
schedules, forms, proxy statements, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits
and appendices included therein and financial statements, notes and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered
or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents
not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the
Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been
prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during
the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the
case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and
fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments
which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company
to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e)
of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to
make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is
not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any
letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial
Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend
or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with
GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend
that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate
any of the Financial Statements.



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(l)     Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained
in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities,
properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its
Subsidiaries. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, other than
as disclosed in the SEC Documents, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii)
sold any assets, individually or in the aggregate, outside of the ordinary course of business without making public disclosure
thereof or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business without
making public disclosure thereof. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant
to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the
Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary
bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its
Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions
contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section
3(l), “Insolvent” means, (I) with respect to the Company and its Subsidiaries, on a consolidated basis, (i)
the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay
the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (ii) the Company and its Subsidiaries are
unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured or (iii) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond
their ability to pay as such debts mature; and (II) with respect to the Company and each Subsidiary, individually, (i) the present
fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required
to pay its respective total Indebtedness, (ii) the Company or such Subsidiary (as the case may be) is unable to pay its respective
debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (iii)
the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond
its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business
or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such
Subsidiary’s remaining assets constitute unreasonably small capital.


(m)      No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance
has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any
of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial
or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement
on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly
announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse
Effect.



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(n)      Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default
under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series
of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation
or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any
judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries,
and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in
all cases for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations
or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting
or suspension of the Common Stock by the Principal Market in the foreseeable future. Since November 1, 2013, (i) the Common Stock
has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by
the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal
Market regarding the suspension or delisting of the Common Stock from the Principal Market. The Company and each of its Subsidiaries
possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary
has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.


(o)      Foreign
Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor any
other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”)
have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption
laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given,
promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official
capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually
and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate
knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised,
directly or indirectly, to any Governmental Official, for the purpose of:


(i)      (A) influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government
Official to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing
such Government Official to influence or affect any act or decision of any Governmental Entity, or



    	10



    	 	 	 



    




(ii)      assisting
the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.


(p)      Sarbanes-Oxley
Act. The Company and each Subsidiary is in compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002,
and all applicable rules and regulations promulgated by the SEC thereunder.


(q)      Transactions
With Affiliates. Except as disclosed in the SEC Documents, none of the officers, directors or employees or affiliates of the
Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other
than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any such officer, director, employee or affiliate or, to the knowledge of the Company or any of
its Subsidiaries, any corporation, partnership, trust or other Person in which any such officer, director, employee or affiliate
has a substantial interest or is an employee, officer, director, affiliate, trustee or partner.


(r)      Equity
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 500,000,000 shares of Common
Stock, of which, 15,201,594 are issued and outstanding and 2,007,877 shares are reserved for issuance pursuant to Convertible
Securities (as defined below) (other than the Warrants) and (ii) 50,000,000 shares of preferred stock, of which none are issued
and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been,
or upon issuance will be, validly issued and are fully paid and nonassessable. 5,231,021 shares of the Company’s issued
and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as
defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least
10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons
are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. (i) None of the
Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or Liens suffered
or permitted by the Company or any Subsidiary; (ii) except as disclosed in Schedule 3(r)(ii), there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital
stock of the Company or any of its Subsidiaries; (iii) except as disclosed in the SEC Documents, there are no outstanding debt
securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness
of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there
are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries;
(v) other than that certain registration rights agreement entered into by the Company on December 13, 2013, there are no agreements
or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities
under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments
of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of
the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Securities; (viii) neither the Company nor any Subsidiary has any stock appreciation
rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any
of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed
in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective
businesses and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse
Effect. The Company has furnished to the Buyers, or filed publicly with the SEC on the EDGAR System, true, correct and complete
copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate
of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”),
and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.



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(s)      Indebtedness and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed in the
SEC Documents, has any outstanding Indebtedness (as defined below), (ii) except as disclosed in the SEC Documents, is a party to
any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract,
agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) is in violation of any term
of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults
would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party
to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s
officers, has had, or is reasonably expected to have, a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness”
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed
as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance
with generally accepted accounting principles) (other than trade payables entered into in the ordinary course of business), (C)
all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all
obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other
title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds
of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are
limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which,
in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified
as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including
accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or
become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations
of others of the kinds referred to in clauses (A) through (G) above; (y) “Contingent Obligation” means, as to
any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease,
dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the
primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole
or in part) against loss with respect thereto; and (z) “Person” means an individual, a limited liability company,
a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity
or any department or agency thereof.


(t)      Litigation.
Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by the Principal
Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge
of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s
or its Subsidiaries’ officers or directors which is outside of the ordinary course of business or individually or in the
aggregate material to the Company or any of its Subsidiaries. No director, officer or employee of the Company or any of its subsidiaries
has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation
of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of
its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company under the 1933 Act or the 1934 Act.


(u)      Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance
coverage sought or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.



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(v)      Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any
member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good.
No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee
of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the
Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary.
No executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition
agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with
respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and
foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment
and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


(w)      Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property and have good and marketable
title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case,
free and clear of all Liens except such as do not materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held
under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by
the Company or any of its Subsidiaries.


(x)      Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and
registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as
now conducted and as presently proposed to be conducted. None of the Company’s or its Subsidiaries’ Intellectual Property
Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three years from
the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of its Subsidiaries of Intellectual
Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or
any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding their Intellectual Property
Rights. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or
claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect the
secrecy, confidentiality and value of all of their Intellectual Property Rights.


(y)      Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all Environmental Laws (as defined
below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where,
in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local
or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient
air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
(collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.



    	13



    	 	 	 



    




(z)      Subsidiary
Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and to receive dividends and distributions
on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.


(aa)      Tax
Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company and its Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify
as a passive foreign investment company, as defined in Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”).


(bb)      Internal
Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted
only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and
liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with
respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e)
under the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that
it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the
rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the
Company’s management, including its principal executive officer or officers and its principal financial officer or officers,
as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor any of its Subsidiaries has received
any notice or correspondence from any accountant or other Person relating to any potential material weakness or significant deficiency
in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries.



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(cc)      Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its
Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934
Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


(dd)      Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an
“investment company,” an affiliate of an “investment company,” a company controlled by an “investment
company” or an “affiliated person” of, or “promoter” or “principal underwriter” for,
an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.


(ee)      Acknowledgement Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i)
following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof,
none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company
or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing
or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued
by the Company or to hold any of the Securities for any specified term; and (ii) each Buyer shall not be deemed to have any affiliation
with or control over any arm’s length counterparty in any “derivative” transaction. The Company further understands
and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to
the Press Release (as defined below) one or more Buyers may engage in hedging and/or trading activities at various times during
the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number
of the Warrant Shares, as applicable, deliverable with respect to the Securities are being determined and such hedging and/or trading
activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the
time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or
trading activities do not constitute a breach of this Agreement, the Warrants or any other Transaction Document or any of the documents
executed in connection herewith or therewith.


(ff)      Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person
acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or
manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of
the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities (other
than the Placement Agent), or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any
other securities of the Company or any of its Subsidiaries.


(gg)      U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and
so long as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the
meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon
any Buyer’s request.



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(hh)      Registration
Eligibility. The Company is eligible to register the Registrable Securities for resale by the Buyers using Form S-1 promulgated
under the 1933 Act.


(ii)      Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which
are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder
will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been
complied with.


(jj)      Bank Holding
Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended
(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five
percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any equity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any
of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that
is subject to the BHCA and to regulation by the Federal Reserve.


(kk)      Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the
Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees,
agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which
the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment,
contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or
bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public
office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of
its Subsidiaries.


(ll)      Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot
Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited
to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control,
including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any
regulations contained in 31 CFR, Subtitle B, Chapter V.


(mm)      Management.
During the past three year period, no current officer or director or, to the knowledge of the Company, no current ten percent
(10%) or greater stockholder of the Company or any of its Subsidiaries has been the subject of:


(i)     a petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver,
fiscal agent or similar officer for such Person, or any partnership in which such person was a general partner at or within two
years before the filing of such petition or such appointment, or any corporation or business association of which such person was
an executive officer at or within two years before the time of the filing of such petition or such appointment;



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(ii)      a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do
not relate to driving while intoxicated or driving under the influence);


(iii)      any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining any such person from, or otherwise limiting, the following activities:


(1)     Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such activity;


(2)     Engaging
in any type of business practice; or


(3)     Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any
violation of securities laws or commodities laws;


(iv)     any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or
otherwise limiting for more than sixty (60) days the right of any such person to engage in any activity described in the preceding
sub paragraph, or to be associated with persons engaged in any such activity;


(v)     a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities
law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently
reversed, suspended or vacated; or


(vi)     a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended
or vacated.


(nn)     Stock
Option Plans. Each stock option granted
by the Company was granted (i) in accordance with the terms of the applicable stock option plan of the Company and (ii) with an
exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted
under GAAP and applicable law. No stock option granted under the Company's stock option plan has been backdated. The Company has
not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly grant, stock options prior
to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information
regarding the Company or its Subsidiaries or their financial results or prospects.



    	17



    	 	 	 



    




(oo)     No
Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or
reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers presently employed by the
Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company's
ability to perform any of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof,
the Company had discussions with its accountants about its financial statements previously filed with the SEC. Based on those
discussions, the Company has no reason to believe that it will need to restate any such financial statements or any part thereof.


(pp)     No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company's
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act
(a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The
Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.


(qq)     No
Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions
contemplated by the Transaction Documents other than as specified in the Transaction Documents.


(rr)     Public Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.


(ss)     
Federal Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility”
under the Federal Power Act, as amended.



    	18



    	 	 	 



    




(tt)     Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers
or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public
information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this
Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing
representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company
and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules
to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the
date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement
and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which
such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement
did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made,
not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries
or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial
or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement
by the Company but which has not been so publicly disclosed. All financial projections and forecasts that have been prepared by
or on behalf of the Company or any of its Subsidiaries and made available to you have been prepared in good faith based upon reasonable
assumptions and represented, at the time each such financial projection or forecast was delivered to each Buyer, the Company’s
best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be
viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts
may differ from the projected or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made any
representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in
Section 2.


4.          COVENANTS.


(a)     Best Efforts. Each Buyer shall use its best efforts to timely satisfy each of the conditions to be satisfied by it
as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy
each of the conditions to be satisfied by it as provided in Section 7 of this Agreement.


(b)     Form D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof to each Buyer promptly after such filing, if such filing is not available on EDGAR. The Company
shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain
an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable
securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification),
and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other
obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and
sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities
laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state
and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.



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(c)     Reporting Status. Until the first anniversary of the Expiration Date (as defined in the Warrant) (the “Reporting
Period”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the
Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would no longer require or otherwise permit such termination.


(d)     Use
of Proceeds. The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not, directly
or indirectly, except as set forth on Schedule 4(d), for (i) the satisfaction of any indebtedness of the Company or any of its
Subsidiaries (other than payment of trade payables incurred after the date hereof in the ordinary course of business of the Company
and its Subsidiaries and consistent with prior practices), (ii) the redemption or repurchase of any securities of the Company
or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.


(e)     Financial Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights
Agreement) during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the
public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’
equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration
statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with
the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the
same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries and (iii)
unless the following are filed with the SEC through EDGAR, copies of any notices and other information made available or given
to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.


(f)     Listing. The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of
the Registrable Securities upon each national securities exchange and automated quotation system, if any, upon which the Common
Stock is then listed or designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain
such listing or designation for quotation (as the case may be) of all Registrable Securities from time to time issuable under the
terms of the Transaction Documents on such national securities exchange or automated quotation system. The Company shall maintain
the Common Stock’s listing or authorization for quotation (as the case may be) on the Principal Market, The New York Stock
Exchange, the NYSE MKT, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible Market”).
Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting
or suspension of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in connection with satisfying
its obligations under this Section 4(f).



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(g)     Fees.
The Company shall reimburse the lead Buyer for all reasonable costs and expenses incurred by it or its affiliates in connection
with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including,
without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of Greenberg Traurig, LLP, counsel
to the lead Buyer, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and closing
of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith)
(the “Transaction Expenses”), which amount shall not exceed $70,000 without the consent of the Company and
shall be withheld by the lead Buyer from its Purchase Price at the Closing; provided, that the Company shall promptly reimburse
Greenberg Traurig, LLP on demand for all Transaction Expenses not so reimbursed through such withholding at the Closing, subject
to the limitation in the preceding sentence. The Company shall be responsible for the payment of any placement agent’s fees,
financial advisory fees, Controlled Account Bank fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions
(other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby (including, without
limitation, any fees payable to the Placement Agent, who is the Company’s sole placement agent in connection with the transactions
contemplated by this Agreement). The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including,
without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating
to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own
expenses in connection with the sale of the Securities to the Buyers.


(h)     Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges
and agrees that the Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing
arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment
of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice
thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company
hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with
a pledge of the Securities to such pledgee by a Buyer.



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(i)     Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time,
on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”)
reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents.
On or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company
shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction
Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation,
this Agreement (and all schedules to this Agreement), the form of Warrants and the form of the Registration
Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing,
the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or
any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions
contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each
of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public
information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express
prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of
(x) any breach of any covenant or agreements contained herein or in any other Transaction Document (to the extent the existence
of such breach constitutes material non-public information) or (y) a breach of any of the covenants in this Section 4(i), in either
case, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as
determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction
Documents, such Buyer may deliver written notice to the Company requesting that the Company make a public disclosure with respect
thereto. If the Company fails to make such public disclosure, at any time after the fourth (4th) Trading Day immediately
following the date such Buyer delivered such notice to the Company, such Buyer shall have the right to make a public disclosure,
in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as
applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,
employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective
officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company,
its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions
contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press
Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with
the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the
case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure
prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s
sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of
such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary
and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that other than
with respect to the transactions contemplated by the Transaction Documents, no Buyer has had, and no Buyer shall have (unless
expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the
Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)),
any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding
the Company or any of its Subsidiaries.


(j)     Additional Registration Statements. Until the Applicable Date (as defined below) and at any time thereafter while any Registration
Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure
(as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement under the 1933 Act
relating to securities that are not the Registrable Securities (other than a universal shelf registration statement on Form S-3
(without any draw-down or other offering thereunder) and a registration statement on Form S-8). “Applicable Date”
means the earlier of (x) the first date on which the resale by the Buyers of all Registrable Securities is covered by one or more
effective Registration Statements (as defined in the Registration Rights Agreement) (and each prospectus contained therein is
available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by
the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure (as defined in the Registration Rights Agreement)
has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure).



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(k)     Additional Issuance of Securities. The Company agrees that for the period commencing on the date hereof and ending
on the date immediately following the twenty (20) Trading Day (as defined in the Warrants) anniversary of the Applicable Date (provided
that such period shall be extended by the number of calendar days during such period and any extension thereof contemplated by
this proviso on which any Registration Statement is not effective or any prospectus contained therein is not available for use
or any Current Public Information Failure exists) (the “Restricted Period”), neither the Company nor
any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose
of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security
or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined
under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or
any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted
Period or at any time thereafter) is referred to as a “Subsequent Placement”). Notwithstanding the foregoing,
this Section 4(k) shall not apply in respect of the issuance of (i) shares of Common Stock or standard
options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved
Stock Plan (as defined below), provided that the exercise price of any such options is not lowered, none of such options are amended
to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially
changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise
of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that
are covered by clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities
(other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i)
above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant
to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder
and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued
pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely
affects any of the Buyers; (iii) the Warrant Shares, (iv) shares of Common Stock or Convertible Securities issued or issuable in
a private placement in connection with strategic alliances, acquisitions, mergers, and strategic partnerships, provided, that (A)
the primary purpose of such issuance is not to raise capital, (B) the purchasers or acquirers of the securities in such issuance
does not include any affiliate of the Company or any of its Subsidiaries and solely consists of either (x) the actual participants
in such strategic alliance or strategic partnership, (y) the actual owners of such assets or securities acquired in such acquisition
or merger or (z) the stockholders, partners or members of the foregoing Persons, (C) the number or amount of securities issued
to such Person by the Company shall not be disproportionate to such Person’s actual participation in such strategic alliance
or strategic partnership or ownership of such assets or securities to be acquired by the Company, as applicable and (D) none of
such Persons are an entity whose primary business is investing in securities or companies (each of the foregoing in clauses (i)
through (iv), collectively the “Excluded Securities”). “Approved Stock Plan” means any employee
benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant
to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director
for services provided to the Company in their capacity as such. “Convertible Securities” means any capital stock
or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly
convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock
or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.



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(l)     Reservation
of Shares. So long as any Warrants remain outstanding, the Company shall take reasonable best efforts to at all times have
authorized, and reserved for the purpose of issuance, no less than 135% of the maximum number of shares of Common Stock issuable
upon exercise of all the Warrants as of the date hereof (without regard to any limitations on the exercise of the Warrants set
forth therein), less the number of Warrant Shares represented by any such Warrants that have been exercised.


(m)     Conduct
of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually
or in the aggregate, in a Material Adverse Effect.


(n)     Variable Securities. During the Restricted Period the Company and each Subsidiary shall be prohibited from effecting or
entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate Transaction”
means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion,
exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares
of Common Stock at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the
occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the
Common Stock, other than pursuant to a customary “weighted average” or “full ratchet” anti-dilution provision
or (ii) enters into any agreement (including, without limitation, an equity line of credit or an “at-the-market” offering)
whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and customary “preemptive”
or “participation” rights). Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries
to preclude any such issuance, which remedy shall be in addition to any right to collect damages.


(o)     Dilutive
Issuances. For so long as any Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any
Dilutive Issuance (as defined in the Warrants) if the effect of such Dilutive Issuance is to cause the Company to be required
to issue upon exercise of any Warrants any shares of Common Stock in excess of that number of shares of Common Stock which the
Company may issue upon exercise of the Warrants without breaching the Company’s obligations under the rules or regulations
of the Principal Market.



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(p)     Passive Foreign
Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses,
in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within
the meaning of Section 1297 of the Code.


(q)     Restriction on Redemption and Cash Dividends. So long as any Warrants are outstanding, the Company shall not, directly
or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior
express written consent of the Buyers.


(r)     Corporate
Existence. So long as any Buyer beneficially owns any Warrants, the Company shall not be party to any Fundamental Transaction
(as defined in the Warrants) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions
set forth in the Warrants.


(s)     Stock Splits. Until the Warrants and all warrants issued pursuant to the terms thereof are no longer outstanding,
the Company shall not effect any stock combination, reverse stock split or other similar transaction (or make any public announcement
or disclosure with respect to any of the foregoing) without the prior written consent of the Required Holders (as defined below).


(t)     Exercise
Procedures. Each of the form of Notice of Exercise included in the Warrants set forth the totality of the procedures required
of the Buyers in order to exercise the Warrants. Except as provided in Section 5(d), no additional legal opinion, other information
or instructions shall be required of the Buyers to exercise their Warrants. The Company shall honor exercise of the Warrants and
shall deliver the Warrant Shares in accordance with the terms, conditions and time periods set forth in the Warrants.


(u)     Regulation M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with
the distribution of the Securities contemplated hereby.


(v)     General
Solicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting
on behalf of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form
of general solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and
(ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.


(w)     Integration.
None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the
Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration
of the Securities under the 1933 Act or require stockholder approval under the rules and regulations of
the Principal Market and the Company will take all action that is appropriate or necessary to assure that its offerings of other
securities will not be integrated for purposes of the 1933 Act or the rules and regulations of the Principal
Market, with the issuance of Securities contemplated hereby.



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(x)     Stockholder
Approval. If at any time (such time, the “Market Cap Threshold Time”) the aggregate number of Common Shares
and Warrant Shares issued (or then issuable) under this Agreement and the Warrants, as applicable, in each case, without regard
to any limitations on exercise set forth in the Warrants, would equal or exceed 10% of the total outstanding shares of the Common
Stock outstanding on the date of this Agreement, then at a special or annual meeting of stockholders of the Company with a record
date after the date of this Agreement (the “First Stockholder Meeting”), which shall be held not later than
December 1, 2014 (the “First Stockholder Meeting Deadline”), the Company shall take all action necessary to
obtain the approval of its stockholders of the issuance of all of the Common Shares and Warrant Shares issuable under this Agreement
and the Warrants, as applicable, in each case, without regard to any limitations on exercise set forth in Warrants, pursuant to
and in accordance with the applicable rules and regulations of the Principal Market (such affirmative approval being referred
to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder
Approval Date”). In connection therewith, the Company shall provide each stockholder entitled to vote at the First Stockholder
Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain the Stockholder
Approval at the First Stockholder Meeting, and the Company shall use its reasonable best efforts to solicit and obtain the Stockholder
Approval at the First Stockholder Meeting and to cause the Board of Directors of the Company to recommend, to the extent possible
consistent with its fiduciary duties under Delaware law, to the Company’s stockholders that they vote to approve the Stockholder
Approval proposal at the First Stockholder Meeting. If, despite the Company's reasonable best efforts the Stockholder Approval
is not obtained at the First Stockholder Meeting, the Company shall seek to obtain the Stockholder Approval at each special or
annual meeting of stockholders of the Company convened after the First Stockholder Meeting (each such meeting, a “Subsequent
Stockholder Meeting”). In connection therewith, the Company shall provide each stockholder entitled to vote at a Subsequent
Stockholder Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain
the Stockholder Approval at such Subsequent Stockholder Meeting, and the Company shall use its reasonable best efforts to solicit
and obtain the Stockholder Approval at such Subsequent Stockholder Meeting and to cause the Board of Directors of the Company
to recommend, to the extent possible consistent with its fiduciary duties under Delaware law, to the Company’s stockholders
that they vote to approve the Stockholder Approval proposal at such Subsequent Stockholder Meeting.


(y)     No Frustration. So long as any of the Buyers hold any Securities, neither the Company nor any of its affiliates or Subsidiaries,
nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written
consent of the Required Holders (which consent may be withheld, delayed or conditioned in the sole discretion of such Required
Holders), effect, enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction (or issue,
amend or waive any security) that would or would reasonably be expected to restrict, delay, conflict with or impair the ability
or right of the Company to timely perform its obligations under this Agreement or the Warrants, including, without limitation,
the obligation of the Company to timely deliver shares
of Common Stock
to the Buyers (or a designee thereof, if applicable) in accordance with this
Agreement or the Warrants.



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(z)     Restricted Offerings; Right of First Offer.


1.4     During the Reporting Period, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective
officers, employees, directors, agents or other representatives, will, without the prior written consent of the Required Holders
(which consent may be withheld, delayed or conditioned in the sole discretion of such Required Holders), directly or indirectly,
cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Buyers)
to effect any acquisition of securities or indebtedness of, or claim against, the Company by such Person from an existing holder
of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim
against, the Company pursuant to 3(a)(10) of the 1933 Act.


1.5     During the Reporting Period, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any acquisition
of securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness
or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether pursuant
to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise) (a “Third Party Exchange Transaction”) unless
the Company shall have first complied with this Section 1.5. The Company acknowledges and agrees that the right set forth in this
Section 1.5 is a right granted by the Company, separately, to each Buyer.


(a)     At least
three (3) Trading Days prior to any proposed or intended Third Party Exchange Transaction, the Company shall deliver to each Buyer
a written notice of its proposal or intention to effect a Third Party Exchange Transaction (each such notice, a “Pre-Notice”),
which Pre-Notice shall not contain any information (including, without limitation, material, non-public information) other than:
(i) a statement that the Company proposes or intends to effect a Third Party Exchange Transaction, (ii) a statement that the statement
in clause (i) above does not constitute material, non-public information and (iii) a statement informing such Buyer that it is
entitled to receive an Offer Notice (as defined below) with respect to such Third Party Exchange Transaction upon its written
request. Upon the written request of a Buyer within two (2) Trading Days after the Company’s delivery to such Buyer of such
Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly, but no later than one (1) Trading Day after
such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended
issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”)
in a Third Party Exchange Transaction, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe
the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities
to be issued, sold or exchanged, (y) identify the Persons (if known) to which or with which the Offered Securities are to be offered,
issued, sold or exchanged and (z) offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer
such Buyer’s pro rata portion of the Offered Securities, provided that the number of Offered Securities which such Buyer
shall have the right to subscribe for under this Section 1.5 shall be (a) based on such Buyer’s pro rata portion of the
aggregate number of Common Shares purchased hereunder by all Buyers (the “Basic Amount”), and (b) with respect
to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic
Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than
their Basic Amounts (the “Undersubscription Amount”).



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(b)     To accept
an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the third (3rd) Business
Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of
such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic
Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then such Buyer who has
set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts
subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed
for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available
Undersubscription Amount”), such Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase
only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts
of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably
necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior
to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire
on the third (3rd) Business Day after such Buyer’s receipt of such new Offer Notice.


(c)     The Company
shall have five (5) Business Days from the expiration of the Offer Period above (i) to offer, issue, sell or exchange all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Third Party Exchange Transaction Agreement”), but only to the offerees
described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit
prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than
those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Third Party Exchange Transaction Agreement,
and (b) either (x) the consummation of the transactions contemplated by such Third Party Exchange Transaction Agreement or (y)
the termination of such Third Party Exchange Transaction Agreement, which shall be filed with the SEC on a Current Report on Form
8-K with such Third Party Exchange Transaction Agreement and any documents contemplated therein filed as exhibits thereto.



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(d)     In the
event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms
specified in Section 1.5(c) above), then such Buyer may, at its sole option and in its sole discretion, reduce the number or amount
of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount
of the Offered Securities that such Buyer elected to purchase pursuant to Section 1.5(b) above multiplied by a fraction, (i) the
numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange
(including Offered Securities to be issued or sold to Buyers pursuant to this Section 1.5 prior to such reduction) and (ii) the
denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the
number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more
than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers
in accordance with Section 1.5(a) above.


(e)     Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from
the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of
Acceptance. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery
by the Company and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in
form and substance to such Buyer and its counsel.


(f)     Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 1.5 may not be issued, sold
or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement.


(g)     The Company and each Buyer agree that if any Buyer elects to participate in the Offer, neither the Third Party Exchange
Transaction Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Third
Party Exchange Transaction Documents”) shall include any term or provision whereby such Buyer shall be required to agree
to any restrictions on trading as to any securities of the Company (except for any restrictions imposed by any existing laws, rules
or regulations) or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under
or in connection with, any agreement previously entered into with the Company or any instrument received from the Company.


(h)     Notwithstanding anything to the contrary in this Section 1.5 and unless otherwise agreed to by such Buyer, the Company shall
either confirm in writing to such Buyer that the transaction with respect to the Third Party Exchange Transaction has been abandoned
or shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer
will not be in possession of any material, non-public information, by the fifth (5th) Business Day following the expiration of
the Offer Period. If by such fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered
Securities has been made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction
shall be deemed to have been abandoned and such Buyer shall not be in possession of any material, non-public information with respect
to the Company or any of its Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities,
the Company shall provide such Buyer with another Offer Notice and such Buyer will again have the right of participation set forth
in this Section 1.5. The Company shall not be permitted to deliver more than one such Offer Notice to such Buyer in any sixty (60)
day period, except as expressly contemplated by the last sentence of Section 1.5(b).



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(i)     The restrictions contained in this Section 1.5 shall not apply in connection with the issuance of any Excluded Securities.
The Company shall not circumvent the provisions of this Section 1.5 by providing terms or conditions to one Buyer that are not
provided to all.


(aa)     Closing
Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be
delivered, to the Placement Agent and Greenberg Traurig, LLP executed copies of the Transaction Documents, Securities and other
document required to be delivered to any party pursuant to Section 7 hereof.


5.          REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.


(a)     Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company
as it may designate by notice to each holder of Securities), a register for the Warrants in which the Company shall record the
name and address of the Person in whose name the Warrants have been issued (including the name and address of each transferee,
to the extent it is appropriately notified of transfers) and the number of Warrant Shares issuable upon exercise of the Warrants
held by such Person. The Company shall keep the register open and available at all times during normal business hours for inspection
of any Buyer or its legal representatives upon reasonable prior notice.


(b)     Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent
in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates
or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in
the name of each Buyer or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by
each Buyer to the Company upon exercise of the Warrants. The Company represents and warrants that no instruction other than the
Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions
to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect
to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as
applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment
or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer
and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts
at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event
that such sale, assignment or transfer involves Warrant Shares sold, assigned or transferred pursuant to an effective registration
statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Buyer, assignee or transferee (as
the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will
be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b),
that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach
and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security
being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions
to the Company’s transfer agent on each Effective Date (as defined in the Registration Rights Agreement). Any fees (with
respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal
of any legends on any of the Securities shall be borne by the Company.



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(c)     Legends.
Each Buyer understands that the Securities have been issued (or will be issued in the case of the Warrant Shares) pursuant to
an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth
below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


[NEITHER THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN][THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED
BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.



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(d)     Removal
of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c)
above or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such
Securities is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor
is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144
(provided that a Buyer executes a representation letter in the form attached hereto as Exhibit F that such Securities
are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of Buyer’s counsel), (iv)
in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company
with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer
of the Securities may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is
not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations
and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than
three (3) Trading Days following the delivery by a Buyer to the Company or the transfer agent (with notice to the Company) of
a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise
in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer
as may be required above in this Section 5(d),
as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated
Securities Transfer Program and such Securities are Common Shares or Warrant Shares, credit the aggregate number of shares of
Common Stock to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through
its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such
Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee (the date
by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s nominee with
DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required
Delivery Date”). The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance
of Securities or the removal of any legends with respect to any Securities in accordance herewith.


(e)     Failure
to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required
Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive
and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number
of Common Shares or Warrant Shares so delivered to the Company, and if on or after the Required Delivery Date such Buyer purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all
or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion
of the number of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend,
then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s
request and in such Buyer’s sole discretion, either (A) pay cash to such Buyer in an amount equal to such Buyer’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock
so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”),
at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall
terminate and such shares shall be cancelled, or (B) promptly honor its obligation to so deliver to such Buyer a certificate or
certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been
so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the
excess (if any) of the Buy-In Price over the product of (I) such number of shares of Common Shares or Warrant Shares (as the case
may be) that the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by (II) the lowest Closing
Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the
delivery by such Buyer to the Company of the applicable Common Shares or Warrant Shares (as the case may be) and ending on the
date of such delivery and payment under this clause (B). If requested by the Company, such Buyer shall provide the Company written
notice indicating the amounts payable to the Buyer in respect of the Buy-In and, upon request of the Company, reasonable evidence
of the amount of such loss.



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6.          CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.


(a)     The
obligation of the Company hereunder to issue and sell the Common Shares and the related Warrants
to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion by providing each Buyer with prior written notice thereof: 


(i)     Such
Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


(ii)     Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts
withheld pursuant to Section 4(g)) for the Common Shares and Warrants being purchased by such
Buyer at the Closing by wire transfer of immediately available funds in accordance with the Wire Instruction Letter.


(iii)     The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when
made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as
of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by such Buyer at or prior to the Closing Date.


7.          CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


(a)     The obligation of each Buyer hereunder to purchase its Common Shares and the related Warrants at the Closing is subject
to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for
each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with
prior written notice thereof: 


(i)     The
Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the
Company shall have duly executed and delivered to such Buyer the Common Shares in such aggregate number of Common Shares as is
set forth across from such Buyer’s name in column (3) of the Schedule of Buyers and the related Warrants initially
exercisable into such aggregate number of Warrants Shares as is set forth across from such Buyer’s name in column (4) of
the Schedule of Buyers, in each case, being purchased by such Buyer at the Closing pursuant to this Agreement.



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(ii)     Such
Buyer shall have received the opinion of Pryor Cashman LLP, the Company’s counsel, dated as of the Closing Date, in the
form acceptable to such Buyer.


(iii)     The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable
to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


(iv)     The
Company shall have delivered to such Buyer a certificate evidencing the good standing of the Company in such entity’s jurisdiction
of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen
(15) days of the Closing Date.


(v)     The
Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary
of State within fifteen (15) days of the Closing Date.


(vi)     The Company
shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company
and dated as of the Closing Date, as to (A) the resolutions consistent with Section 3(b) as adopted
by the Company’s board of directors in a form reasonably acceptable to such Buyer, (B) the Certificate of Incorporation
of the Company and (C) the Bylaws of the Company, each as in effect at the Closing.


(vii)     Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the
Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects
with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to
the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated
as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit G.


(viii)  The
Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of
Common Stock outstanding on the Closing Date immediately prior to the Closing.


(ix)     The Common
Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended,
as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC
or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market
or (II) by falling below the minimum maintenance requirements of the Principal Market.


(x)     The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the
sale of the Securities, including without limitation, those required by the Principal Market, if any.



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(xi)     No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents.


(xii)     Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or
result in a Material Adverse Effect.


(xiii)    Such Buyer shall have received a letter on the letterhead of the Company, duly executed by an executive officer of the Company,
setting forth the wire transfer instructions of the Company (the “Wire Instruction Letter”).


(xiv)     The
Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to
the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.


8.          TERMINATION.


In
the event that the Closing shall not have occurred with respect to a Buyer within seven (7) days of the date hereof, then such
Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the
close of business on such date without liability of such Buyer to any other party; provided, however, (a) the right to terminate
this Agreement under this Section 8 shall not be available to such Buyer if the failure of the
transactions contemplated by this Agreement to have been consummated by such date is the result of such Buyer’s breach of
this Agreement and (b) the abandonment of the sale and purchase of the Common Shares and Warrants shall be applicable only to such
Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company under
this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing
contained in this Section 8 shall be deemed to release any party from any liability for any breach
by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party
to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.


9.          MISCELLANEOUS.


(a)     Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby,
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 any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. 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 to such party at the address
for such notices to it under this Agreement 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 manner permitted
by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action
against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment
or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.



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(b)     Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


(c)     Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


(d)     Severability;
Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or
unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable
shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability
of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so
modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof
and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without
implication that the following is required or applicable), it is the intention of the parties that in no event shall amounts and
value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers,
under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest”
under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to
any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any
such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such
Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum
amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be
effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other
amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents.
For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received
by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest”
or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time
to which they relate.



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(e)     Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules
and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written
agreements between the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf, including,
without limitation, any transactions by any Buyer with respect to Common Stock or the Securities, and the other matters contained
herein and therein, and this Agreement, the other Transaction Documents, the schedules
and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding of
the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this Agreement
or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into
with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect
to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations
of the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered
into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any
Buyer received from the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments
shall continue in full force and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer
makes any representation, warranty, covenant or undertaking with respect to such matters. For clarification purposes, the Recitals
are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in writing signed by the
Company and the Required Holders (as defined below), and any amendment to any provision of this Agreement made in conformity with
the provisions of this Section 9(e)
shall be binding on all Buyers and holders of Securities, as applicable, provided that no such amendment shall be effective to
the extent that it (A) applies to less than all of the holders of the Securities then outstanding or (B) imposes any obligation
or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s
sole discretion). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration also is offered pro rata to all of the holders of
Warrants then outstanding, if any. No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision
of this Agreement made in conformity with the provisions of this Section 9(e)
shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the
extent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as
to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which
may be granted or withheld in such Buyer’s sole discretion). The Company has not, directly or indirectly, made any agreements
with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set
forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement,
no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company, any Subsidiary
or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees
that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives
shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s
representations and warranties contained in this Agreement or any other Transaction Document and (y) unless a provision of this
Agreement or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,”
nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in
any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any
other Transaction Document. “Required Holders” means (I) prior to the Closing Date, each Buyer entitled to
purchase Common Shares and Warrants at the Closing and (II) on or after the Closing Date, holders of a majority of the Registrable
Securities as of such time (excluding any Registrable Securities held by the Company or any of its Subsidiaries as of such time)
issued or issuable hereunder or pursuant to the Warrants (without regard to any limitations on exercise therein).



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(f)     Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms
of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery
specified, in each case, properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications
shall be:


If to the Company:


InterCloud Systems, Inc.

1030 Broad Street

Suite 102

Shrewsbury, New Jersey 07702

Facsimile: (561) 988-2307

Attention: Chief Executive Officer


With a copy (for informational purposes only) to:


Pryor Cashman LLP

7 Times Square

New York, New York 10036

Facsimile: (212) 798-6319

Attention: M. Ali Panjwani, Esq.


If to the Transfer Agent:


Corporate Stock Transfer, Inc.

3200 Cherry Creek South Drive, Suite 430

Denver, Colorado 80209

Telephone: (303) 282-4800

Facsimile: (303) 282-5800

Attention: Carylyn Bell


If to a Buyer, to its address and facsimile
number set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,


with a copy (for informational purposes only) to:


Greenberg Traurig, LLP

MetLife Building

200 Park Avenue

New York, NY 10166

Facsimile: (212) 805-9362

Attention:      Anthony J. Marsico, Esq,

                      Michael A. Adelstein, Esq.


or to such other address and/or facsimile
number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other
party five (5) days prior to the effectiveness of such change, provided that Greenberg Traurig, LLP shall only be provided copies
of notices sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or
other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance
with clause (i), (ii) or (iii) above, respectively.



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(g)     Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns, including any purchasers of any of the Securities. The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of holders of a majority of the Registrable Securities (excluding any Registrable
Securities held by the Company or any of its Subsidiaries) issued or issuable hereunder or pursuant to the Warrants, including,
without limitation, by way of a Fundamental Transaction (as defined in the Warrants) (unless the Company is in compliance with
the applicable provisions governing Fundamental Transactions set forth in the Warrants). A Buyer may assign some or all of its
rights hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which event such
assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.


(h)     No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
other than the Indemnitees referred to in Section 9(k).


(i)     Survival.
The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for
its own representations, warranties, agreements and covenants hereunder.


(j)     Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


(k)     Indemnification.
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless each Buyer and each holder of any Registrable Securities and all of their stockholders, partners,
members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other
representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses,
costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee
is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements
(the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating
to (i) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction
Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction
Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including
for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee
that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents,
(B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance
of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(i), or
(D) the status of such Buyer or holder of Registrable Securities either as an investor in the Company pursuant to the transactions
contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest
or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking
by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics
and procedures with respect to the rights and obligations under this Section 9(k) shall be the
same as those set forth in Section 6 of the Registration Rights Agreement.



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(l)     Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty
shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices,
shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted
for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect
to the Common Stock after the date of this Agreement. It is expressly understood and agreed that for all purposes of this Agreement,
and without implication that the contrary would otherwise be true, neither transactions nor purchases nor sales shall include the
location and/or reservation of borrowable shares of Common Stock. The parties acknowledge and agree that, notwithstanding anything
herein to the contrary, the only Buyer is 31 Group LLC.


(m)     Remedies. Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder
of Securities, shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such
holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under
any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically
(without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails
to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case may be) obligations under the Transaction
Documents, any remedy at law may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall
be entitled to seek specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from
any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond
or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition
to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief).


(n)     Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and
the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then such Buyer
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the
case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.



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(o)     Payment Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or
pursuant to any of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder,
and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise
restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law,
foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation
or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred
to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”), and
all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated
in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on
the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted
into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant
date of calculation.


(p)     Judgment Currency.


(i)     If
for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction
Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter
in this Section 9(p) referred to as the “Judgment Currency”) an amount due
in US Dollars under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately
preceding:


(1)     the
date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or


(2)     the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date
as of which such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred
to as the “Judgment Conversion Date”).


(ii)     If in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2)
above, there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of
the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment
Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could
have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing
on the Judgment Conversion Date.


(iii)     Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Agreement or any other Transaction Document.



    	41



    	 	 	 



    




(q)     Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents
are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance
of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges
that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create
a presumption that the Buyers are in any way acting in concert or as a group or entity with respect to such obligations or the
transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting
in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions
contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents
has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for
such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such
Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction
Documents. The Company and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries
in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be
entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement
or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party
in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated
hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience
of the Company and its Subsidiaries and not because it was required or requested to do so by any Buyer. It is expressly understood
and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each
Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively and not between and among
the Buyers.


[signature pages follow]



    	42



    	 	 	 



    




IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


	 	COMPANY:
	 	 
	 	INTERCLOUD SYSTEMS, INC.


	 	 
	 	By:	/s/ Daniel
        Sullivan
	 	 	Name:Daniel Sullivan
	 	 	Title:Chief Financial Officer  










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IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.





	 	BUYER:
	 	 
	 	31 Group llc





	 	 
	 	By:	/s/ Ari Sason



      
	 	 	Name:Ari Sason
	 	 	Title:Member





 



    	44



    	 	 	 



    




SCHEDULE
OF BUYERS


	(1)	(2)	(3)	(4)	(5)	(6)
	
        Buyer
	
        Address
        and Facsimile Number
	
        Number
        of Common Shares
	
        Number
        of 

        Warrant Shares (*)
	
        Purchase
        Price
	
        Legal Representative’s

        Address and Facsimile Number

	31 Group LLC	c/o Magna Group

5 Hanover Square

New York, NY 10004

Facsimile: (646) 737-9948

Attention:  Marc Manuel	860,000	300,000	$4,300,000	Greenberg Traurig, LLP MetLife Building

200 Park Avenue

New York, NY 10166

Facsimile:  (212) 805-9362

Attention: 

     Anthony J. Marsico, Esq,

     Michael A. Adelstein, Esq.


 


(*) Assumes exercise in full of the Warrants at the Fixed Exercise
Price as of the Closing Date


 


45