Exhibit 10.2


 





[FORM OF WARRANT]


NEITHER THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE 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.


InterCloud
Systems, Inc.


Warrant
To Purchase Common Stock


Warrant No.: 


Date of Issuance: October 8, 2014 (“Issuance
Date”)


InterCloud Systems,
Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, _______________, the registered holder hereof or its permitted assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase
Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or
after the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), the Warrant Number
(as defined below) of fully paid and non-assessable shares of Common Stock (as defined below) (the “Base Warrant Shares”)
and any related Make-Whole Shares (as defined below) (collectively, the “Warrant Shares”). Except as otherwise
defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the
Warrants to Purchase Common Stock (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities
Purchase Agreement, dated as of October 8, 2014, by and among the Company and the investor referred to therein (the “Securities
Purchase Agreement”). 



    	



    	 



    




 


		1.	EXERCISE OF WARRANT.



(a)          Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(e)), this Warrant may be exercised by the Holder on any day on or after the Filing Deadline (as defined in the Registration
Rights Agreement) (each an “Exercise Date”), in whole or in part, by delivery (whether via e-mail, facsimile
or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid,
the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise
multiplied by the number of Base Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”)
in cash or via wire transfer of immediately available funds; provided, that, solely with respect to the initial exercise of this
Warrant, this Warrant may not be exercised to the extent such Aggregate Exercise Price is less than the lesser of (x) $750,000,
(y) the product of (A) the Exercise Price then in effect and (B) the Warrant Number then in effect and (z) the product of (A)
the Exercise Price then in effect and (B) 4.99% of the Common Stock of the Company then outstanding. Upon any exercise of this
Warrant, as an adjustment to the number of Common Shares (as defined in the Securities Purchase Agreement) issued pursuant to
the Securities Purchase Agreement, in addition to the number of Base Warrant Shares as to which this Warrant was so exercised,
the Company shall also issue to the Holder an additional number of fully paid and non-assessable shares of Common Stock equal
to the Make-Whole Share Amount, if any, with respect to such exercise (the “Make-Whole Shares”). The Holder
shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery
of an Exercise Notice with respect to less than all of the Base Warrant Shares shall have the same effect as cancellation of the
original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Base Warrant Shares.
Execution and delivery of an Exercise Notice for all of the then-remaining Base Warrant Shares shall have the same effect as cancellation
of the original of this Warrant after delivery of the Warrant Shares issuable in such exercise in accordance with the terms hereof.
On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the
Company shall transmit by e-mail or facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form
attached hereto as Exhibit B, the Company’s transfer agent (the “Transfer Agent”). On or before
the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice, the Company
shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its
Deposit/ Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s
agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice,
a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the
applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise.
Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised (including the Base Warrant Shares and any related
Make-Whole Shares, if any), irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the
date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection
with any exercise pursuant to this Section 1(a) and the number of Base Warrant Shares represented by this Warrant submitted for
exercise is greater than the number of Base Warrant Shares being acquired upon an exercise, then, at the request of the Holder,
the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own
expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right
to purchase the number of Base Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number
of Base Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued
upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest
whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant. 



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(b)          Exercise Price.
For purposes of this Warrant, “Exercise Price” means, as of any time of determination, the lower of (x) the
Fixed Exercise Price and (y) the Variable Exercise Price, in each case, as in effect as of such time of determination.


(c)          Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue to the Holder within
three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of shares of Common Stock
to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the
Holder’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s
exercise of this Warrant (as the case may be), and if on or after such third (3rd) Trading Day the Holder (or any other
Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Holder 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, issuable upon such exercise
that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the
Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i)
pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other
out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person
in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation
to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such shares
of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or
certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of
shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay
cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares
of Common Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing
on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii).



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(d)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant
Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares
that are not disputed and resolve such dispute in accordance with Section 13.


(e)          Limitations
on Exercises. 


(i)Notwithstanding
anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but
only to the extent) that the Holder or any of its affiliates would beneficially own in excess of  4.99% (the “Maximum
Percentage”) of the Common Stock. To the extent the above limitation applies, the determination of whether this
Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or
any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall,
subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion,
exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any
effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability.
For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation,
with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the 1934 Act (as
defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. The provisions of this paragraph
shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation.
The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall
be third party beneficiaries of this paragraph and the Company may not amend or waive this paragraph without the consent of holders
of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall
within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding,
including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including,
without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. At any time the
Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in a written
notice by the Holder to the Company (subject to the Company’s consent to any such increase, not to be unreasonably withheld);
provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and
(ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other holder of SPA Warrants.



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(ii)          Principal
Market Regulation. The Company shall not issue any shares of Common Stock upon
the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with shares of Common Stock previously
issued pursuant to the Securities Purchase Agreement or upon exercise or otherwise pursuant to the terms of the SPA Warrants) would
exceed the aggregate number of shares of Common Stock which the Company may issue pursuant to the Securities Purchase Agreement
and upon exercise or otherwise pursuant to the terms of the SPA Warrants (as the case may be) of the Warrants without breaching
the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued
without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply
in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal
Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to
the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder. Until such approval
or such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion of the SPA Warrants or otherwise
pursuant to the terms of the SPA Warrants, shares of Common Stock in an amount greater than the Exchange Cap. At any time on or
after the First Stockholder Meeting Deadline (as defined in the Securities Purchase Agreement), in the event that the Company is
then prohibited from issuing any shares of Common Stock pursuant to this Section 1(f)(ii) (the “Exchange Cap Shares”),
in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange
for the cancellation of such portion of this Warrant exercisable into such Exchange Cap Shares (the “Exchange Cap Payment
Amount”) at a price equal to the sum of (x) the product of (A) such number of Exchange Cap Shares and (B) the greatest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable
Exercise Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this Section
1(f)(ii) and (y) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if
any, of the Holder incurred in connection therewith.


(f)          Insufficient
Authorized Shares. The Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common
Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock hereunder (without regard
to any limitation otherwise contained herein with respect to 135% of the number of shares of Common Stock that may be acquirable
upon exercise of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the
SPA Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock
to satisfy its obligation to reserve for issuance upon exercise of the SPA Warrants at least a number of shares of Common Stock
equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the SPA
Warrants then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”),
then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock
to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the SPA Warrants then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit
its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to
recommend to the stockholders that they approve such proposal. In the event that the Company is prohibited from issuing shares
of Common Stock upon any exercise due to the failure by the Company to have sufficient shares of Common Stock available out of
the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorization
Failure Shares”), in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash
in exchange for the redemption of such portion of this Warrant exercisable into such Authorized Failure Shares at a price equal
to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the
Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Notice with
respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment under this Section
1(f) and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of Authorization Failure Shares, any brokerage commissions and other out-of-pocket expenses,
if any, of the Holder incurred in connection therewith. Nothing contained in this Section 1(f) shall limit any obligations
of the Company under any provision of the Securities Purchase Agreement.



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2.          ADJUSTMENT
OF FIXED EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Fixed Exercise Price and number of Warrant Shares issuable
upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 2.


(a)          Stock
Dividends and Splits. Without limiting any provision of Section 4 or Section 3, if the Company, at any time on or
after the date of the Securities Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding shares
of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares
of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more
classes of its then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Fixed Exercise
Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such
event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii)
or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any
event requiring an adjustment under this paragraph occurs during the period that a Fixed Exercise Price is calculated hereunder,
then the calculation of such Fixed Exercise Price shall be adjusted appropriately to reflect such event.


(b)          Number
of Warrant Shares. Simultaneously with any adjustment to the Fixed Exercise Price pursuant to paragraph (a) of this Section
2, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Fixed Exercise Price payable hereunder for the adjusted number of Warrant Shares shall
be the same as the aggregate Fixed Exercise Price in effect immediately prior to such adjustment (without regard to any limitations
on exercise contained herein).



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(c)          Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,
as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or
for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


(d)          Voluntary
Adjustment by Company. The Company may at any time during the term of this Warrant, with the prior written consent of the Required
Holders, reduce the then current Fixed Exercise Price to any amount and for any period of time deemed appropriate by the Board
of Directors of the Company.


3.          RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make
any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way
of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken
for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to
be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate
in any such Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to
participate in such Distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of
such Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the benefit of the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).


4.          PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


(a)          Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Maximum
Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall
be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the
Maximum Percentage).



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(b)          Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i)  the Successor Entity
assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in
the Securities Purchase Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements in form
and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements
to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number
of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which
applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares
of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the
number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction) and (ii) the Successor Entity (including its Parent
Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the
consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and
after the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect
as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor
Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the
consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets
or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter))
issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly traded common
stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive
upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable
Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the
provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of
each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets
with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate
provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after
the consummation of the applicable Fundamental Transaction but prior to the Expiration Date,
in lieu of the shares of the Common Stock (or other securities, cash, assets or other property (except
such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable
upon the exercise of the Warrant prior to such Fundamental Transaction, such shares
of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights)
which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise
of this Warrant). Provision made pursuant to the preceding sentence shall be in form and substance reasonably satisfactory to
the Holder.



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(c)          Black
Scholes Value. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered
at any time commencing on the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation
of any Fundamental Transaction and (z) the Holder first becoming aware of any Fundamental Transaction through the date that is
ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction by the Company pursuant to a
Current Report on Form 8-K filed with the Commission (as defined in the Securities Purchase Agreement), the Company or the Successor
Entity (as the case may be) shall purchase this Warrant from the Holder on the date of such request by paying to the Holder cash
in an amount equal to the Black Scholes Value.


(d)          Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events
and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations
on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage,
applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of
this Warrant (or any such other warrant)).


5.           NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its articles of incorporation, bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the SPA Warrants are
outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the SPA Warrants, the maximum number of shares of Common Stock as shall from
time to time be necessary to effect the exercise of the SPA Warrants then outstanding (without regard to any limitations on exercise).



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6.           WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as
the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.


7.           REISSUANCE
OF WARRANTS.


(a)          Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


(b)          Lost, Stolen
or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as
such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall
execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.


(c)          Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional
shares of Common Stock shall be given.



    	10



    	 



    




(d)          Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)
or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Warrant.


8.          NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice
of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.
Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each
adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation
of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or
sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of
shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being
provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the
extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any
of its Subsidiaries, the Company shall simultaneously file such notice with the Commission (as defined in the Securities Purchase
Agreement) pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of execution specified
by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


9.          AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended and
the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the
Company has obtained the written consent of the Holder. The Holder shall be entitled, at its option, to the benefit of any amendment
of (i) any other similar warrant issued under the Securities Purchase Agreement or (ii) any other similar warrant. No waiver shall
be effective unless it is in writing and signed by an authorized representative of the waiving party.


10.          SEVERABILITY.
If any provision of this Warrant 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 Warrant so long as this Warrant 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).



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11.          GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant 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 with any transaction contemplated hereby or discussed herein,
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. 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 (i) be deemed or operate to preclude the Holder
from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s
obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder or (ii) limit, or be deemed to
limit, any provision of Section 13. THE COMPANY 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 IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


12.          CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have
the meanings ascribed to such terms on the Closing Date (as defined in the Securities Purchase Agreement) in such other Transaction
Documents unless otherwise consented to in writing by the Holder.


13.          DISPUTE
RESOLUTION.


(a)            Disputes
Over the Exercise Price, Closing Sale Price, Bid Price, Black Scholes Value or Fair Market Value. 


(i)          In
the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Value or fair market
value (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the
Company or the Holder (as the case may be) shall submit the dispute via e-mail or facsimile (I) within twenty (20) Business Days
after delivery of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may be) or (II)
if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute.
If the Holder and the Company are unable to resolve such dispute relating to the Exercise Price, the Closing Sale Price, the Bid
Price, Black Scholes Value or fair market value (as the case may be) by 5:00 p.m. (New York time) on the third (3rd)
Business Day following such delivery by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder
(as the case may be), then the Holder shall select an independent, reputable investment bank to resolve such dispute.



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(ii)          The
Holder and the Company shall each deliver to such investment bank (x) a copy of the initial dispute submission so delivered in
accordance with the first sentence of this Section 13(a) and (y) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (x) and (y) are collectively referred to herein as the “Required
Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver
all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the
Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither
the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment
bank in connection with such dispute (other than the Required Dispute Documentation).


(iii)        The
Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and
the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees
and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such
dispute shall be final and binding upon all parties absent manifest error.


(b)           Disputes
Over Arithmetic Calculation of Warrant Shares.


(i)        In
the case of a dispute as to the arithmetic calculation of the number of Warrant Shares, the Company or the Holder (as the case
may be) shall submit the disputed arithmetic calculation via e-mail or facsimile (i) within twenty (20) Business Days after delivery
of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave
rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and
the Company are unable to resolve such disputed arithmetic calculation of the number of Warrant Shares by 5:00 p.m. (New York
time) on the third (3rd) Business Day following such delivery by the Company or the Holder (as the case may be) of
such disputed arithmetic calculation of the number of Warrant Shares to the Company or the Holder (as the case may be), then the
Holder shall select an independent, reputable accountant or accounting firm to perform such disputed arithmetic calculation of
the number of Warrant Shares.



    	13



    	 



    




(ii)        The
Holder and the Company shall each deliver to such accountant or accounting firm (as the case may be) (x) a copy of the initial
dispute submission so delivered in accordance with the first sentence of this Section 13(b) and (y) written documentation supporting
its position with respect to such disputed arithmetic calculation of the number of Warrant Shares, in each case, no later than
5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected
such accountant or accounting firm (as the case may be) (the “Submission Deadline”) (the documents referred
to in the immediately preceding clauses (x) and (y) are collectively referred to herein as the “Required Documentation”)
(it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Documentation
by the Submission Deadline, then the party who fails to so submit all of the Required Documentation shall no longer be entitled
to (and hereby waives its right to) deliver or submit any written documentation or other support to such accountant or accounting
firm (as the case may be) with respect to such disputed arithmetic calculation of the number of Warrant Shares and such accountant
or accounting firm (as the case may be) shall perform such disputed arithmetic calculation of the number of Warrant Shares based
solely on the Required Documentation that was delivered to such accountant or accounting firm (as the case may be) prior to the
Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such accountant
or accounting firm (as the case may be), neither the Company nor the Holder shall be entitled to deliver or submit any written
documentation or other support to such accountant or accounting firm (as the case may be) in connection with such disputed arithmetic
calculation of the number of Warrant Shares (other than the Required Documentation).


(iii)       The
Company and the Holder shall cause such accountant or accounting firm (as the case may be) to perform such disputed arithmetic
calculation and notify the Company and the Holder of the results no later than ten (10) Business Days immediately following the
Submission Deadline. The fees and expenses of such accountant or accounting firm (as the case may be) shall be borne solely by
the Company, and such accountant’s or accounting firm’s (as the case may be) arithmetic calculation shall be final
and binding upon all parties absent manifest error.


(c)           Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between the Company
and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New
York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel
arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the terms of this Warrant
and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of
the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations
and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution
of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the
terms of this Warrant and any other applicable Transaction Documents, (iii) the terms of this Warrant and each other applicable
Transaction Document shall serve as the basis for the selected accountant’s or accounting firm’s performance of the
applicable arithmetic calculation of the number of Warrant Shares, (iv) for clarification purposes and without implication that
the contrary would otherwise be true, disputes relating to matters described in Section 13(a) shall be
governed by Section 13(a) and not by Section 13(b), (v) the Holder (and only the Holder), in its sole discretion, shall have the
right to submit any dispute described in this Section 13 to any state or federal court sitting in The City of New York, Borough
of Manhattan in lieu of utilizing the procedures set forth in this Section 13 and (vi) nothing in this Section 13 shall limit
the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any
matters described in Section 13(a) or Section 13(b)).



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14.        REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants
to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts
set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts
to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company
(or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other
security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder
to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without
limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the
exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect
thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.


15.        TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise
be required by the terms of the Securities Purchase Agreement. 



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16.        CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


(a)           “Black
Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s
request pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the greatest of (1) the highest Closing Sale Price of
the Common Stock during the period beginning on the Trading Day immediately preceding the earliest to occur of (x) the public disclosure
of the applicable Fundamental Transaction, (y) the consummation of the applicable Fundamental Transaction and (z) the date on which
the Holder first became aware of the applicable Fundamental Transaction and ending on the later to occur of (A) the Trading Day
of the Holder’s request pursuant to Section 4(c) and (B) the Trading
Day on which the Company makes payment in full to the Holder pursuant to Section 4(c), (2) the sum of the price per share being
offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being offered in
the applicable Fundamental Transaction (if any) and (3) without limiting clauses (1) and (2) above, if the applicable Fundamental
Transaction results from a sale of all or substantially all of the assets of the Company or any of its Subsidiaries, a price per
share equal to the quotient of (A) the sum of (X) the total consideration (including, without limitation, cash and non-cash consideration,
the assumption of indebtedness and other amounts, earn-outs and contingent consideration) offered in the applicable Fundament Transaction
plus (Y) the aggregate amount of cash then held by the Company and its Subsidiaries divided by (B) the total number of shares of
Common Stock outstanding on the earlier to occur of the Trading Day of the Holder’s request pursuant to Section 4(c) and
the date of consummation of the applicable Fundamental Transaction, (ii) a strike price equal to the Exercise Price in effect on
the date of the Holder’s request pursuant to Section 4(c), (iii) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s request pursuant
to Section 4(c) and (2) the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction
or as of the date of the Holder’s request pursuant to Section 4(c) if such request is prior to the date of the consummation
of the applicable Fundamental Transaction and (iv) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately
following the earliest to occur of (x) the public disclosure of the applicable Fundamental Transaction, (y) the consummation of
the applicable Fundamental Transaction and (z) the date on which the Holder first became aware of the applicable Fundamental Transaction.


(b)           “Bloomberg”
means Bloomberg, L.P.


(c)           “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.



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(d)           “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid
price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such
security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or the Closing
Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually determined by
the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


(e)           “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.


(f)           “Convertible
Securities” means any stock, note, debenture or other security (other than Options) that is, or may become, 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 shares of Common Stock.


(g)           “Eligible
Market” means the Principal Market, The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Market or the Nasdaq
Global Select Market.


(h)           “Expiration
Date” means the date that is the earlier of (i) the later of (x) the fifteenth (15th) Trading Day after the
date a Registration Statement registering all of the Registrable Securities (as defined in the Registration Rights Agreement) is
declared effective by the SEC, and (y) December 31, 2014 and (ii) such earlier date as set forth in a written agreement of the
Company and the Holder, or, if such date falls on a day other than a Business Day or on which trading does not take place on the
Principal Market (a “Holiday”), the next date that is not a Holiday; provided, that any such date shall be extended
by three (3) Trading Days for each Trading Day in which the Closing Bid Price is less than the Floor Price (if any).


(i)           “Floor
Price” means $3.90 (as adjusted for stock splits, stock dividends, recapitalizations and similar events); provided, that,
no Floor Price shall exist at any time after the Closing Bid Price of the Common Stock on any three (3) consecutive Trading Days
is less than $3.90 (as adjusted for stock splits, stock dividends, recapitalizations and similar events).


(j)           “Fixed
Exercise Price” means, $5.00, subject to adjustment as provided herein.



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(k)           “Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation)
any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its
respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares
of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making
or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other
Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated
with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (ii) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.


(l)            “Holder Pro Rata Amount”
means a fraction (i) the numerator of which is the aggregate number of Common Shares (as defined in the Securities Purchase Agreement)
issued to the Holder on the Closing Date and (ii) the denominator of which is the aggregate number of Common Shares issued to the
initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.


(m)          “Make-Whole
Share Amount” means, with respect to any time of determination, the Holder Pro Rata Amount of the greater of (i) zero
(0) and (ii) the difference of (A) the quotient of (x) $4,300,000 divided by (y) the Exercise Price in effect as of such time of
determination, less (B) the sum of (x) 860,000 and (y) the sum of the number of Make-Whole Shares issued and delivered to the Holder
(or its designee) pursuant to this Warrant prior to such time of determination.


(n)           “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


(o)           “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


(p)           “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


(q)           “Principal
Market” means the Nasdaq Capital Market.


(r)           “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.



    	18



    	 



    




(s)           “Trading
Day” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any day on which
the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading
Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or
if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the
hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or
(y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York
Stock Exchange (or any successor thereto) is open for trading of securities.


(t)           “Variable
Exercise Price” means for any time of determination, the greater of (i) the Floor Price, if any, and (ii) 82.5% of the
quotient of (x) the sum of the VWAP of the Common Stock for each of the three (3) consecutive Trading Day period ending and including
the Trading Day ended immediately preceding the applicable time of determination, divided by (y) three (3). All such determinations
to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such
measuring period.


(u)           “Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


(v)           “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,
if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not
apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average
of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in
the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security
on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


(w)           “Warrant
Number” means, as of any time of determination, the Holder Pro Rata Amount of the quotient of (x) the difference of (A)
$1.5 million, less (B) the sum of each Aggregate Exercise Price of each exercise of this Warrant consummated prior to such time
of determination, divided by (y) the Exercise Price in effect as of such time of determination.


[signature page
follows]



    	19



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 





	 	INTERCLOUD SYSTEMS, INC.

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	20



    	 



    

 


EXHIBIT A


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


INTERCLOUD SYSTEMS, INC.


The undersigned
holder hereby exercises the right to purchase _________________ of the shares of Common Stock of InterCloud Systems, Inc., a Delaware
corporation (the “Company”), evidenced by Warrant No. _______ (the “Warrant”). Capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


1.          Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company
in accordance with the terms of the Warrant.


2.          Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares
(including __________ Base Warrant Shares and ______ Make-Whole Shares). Delivery shall be made to Holder, or for its benefit,
as follows:


☐          Check here
if requesting delivery as a certificate to the following name and to the following address:


	Issue to:   	 
	 	 
	 	 


 


☐          Check here
if requesting delivery by Deposit/Withdrawal at Custodian as follows:


			



	DTC Participant:	 
	DTC Number:	 
	Account Number:	 
	 	 	 





Date: _______________ __, ______





 


______________________________


       Name of Registered
Holder


 


By: ____________________________


       Name:


       Title: 






    	



    	 



    




EXHIBIT B


ACKNOWLEDGMENT


The Company hereby
acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________. 










	 	INTERCLOUD SYSTEMS, INC.

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: