Exhibit 10.3


 


AMENDMENT AGREEMENT


 


THIS AMENDMENT AGREEMENT
(the “Agreement”) is dated this 14th day of May, 2015, by and among INTERCLOUD SYSTEMS, INC., a Delaware
corporation (the “Company”) and the investor set forth on the signature pages hereto (the “Holder”).
Capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement (as defined below).


 


WHEREAS, the Holder and
the Company entered into that certain Exchange Agreement, dated April 7, 2015 (the “Exchange Agreement”), pursuant
to which, among other things, (x) the Holder exchanged certain Warrants to Purchase Common Stock, issued by the Company on October
8, 2014 (the “October Warrants”) for (i) shares of Common Stock and (ii) the right to receive the Make-Whole
Amount, if any.


 


WHEREAS, the reliance upon
the representations made by the Holder and the Company in this Agreement, and the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation
D (“Regulation D”) as promulgated by the Commission under the 1933 Act, the Company desires to sell, and the
Holder desires to buy, 100,000 shares of Common Stock (the “Purchased Shares”) in exchange for the termination
of any obligation of the Company to pay the Make-Whole Amount to the Holder (the “Payment Termination”).


 


NOW, THEREFORE, in consideration
of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Holder hereby agree as follows:


 


Section 1. Issuance
of Purchased Shares. Subject to and upon the terms and conditions set forth in this Agreement, on the Closing Date (as defined
below) the Company hereby agrees to sell and the Holder hereby agrees to purchase the Purchased Shares (the “Share Purchase”)
and effect the Payment Termination. For the avoidance of doubt, the parties acknowledge and agree that, the purchase price of the
Purchased Shares shall solely consist of the Payment Termination.


 


1.1 Closing.
On the Closing Date, the Company will issue and deliver (or cause to be issued and delivered) a certificate evidencing the issuance
of the Purchase Shares to the Holder (the “Certificate”), or in the name of a custodian or nominee of the Holder,
or as otherwise requested by the Holder in writing. The closing of the Share Purchase and the Payment Termination shall occur on
such date as the parties may mutually agree in writing (the “Closing Date”), subject to the provisions of Section
5 and Section 6 herein.


 






    	 



    	 



    

 


1.2 Legends.
The Holder understands that, after the Closing Date, the Purchase Shares will have been issued pursuant to an exemption from registration
or qualification under the Securities Act and applicable state securities laws, and except as set forth below, the Purchase Shares
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):


 


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.


 


1.3 Removal
of Legends. Certificates evidencing the Purchase Shares shall not be required to contain the legend set forth in Section 1.2
above or any other legend (i) while a registration statement covering the resale of the Purchase Shares is effective under the
Securities Act, (ii) following any sale of the Purchase Shares pursuant to Rule 144 of the Securities Act (“Rule 144”)
(assuming the transferor is not an affiliate of the Company), (iii) if the Purchase Shares are eligible to be sold, assigned or
transferred without limitation under Rule 144 (provided that the Holder provides the Company with reasonable assurances that the
Purchase Shares are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Holder’s
counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Holder provides
the Company with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that such sale, assignment
or transfer of the Purchase Shares may be made without registration under the applicable requirements of the Securities Act or
(v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling
judicial interpretations and pronouncements issued by the Commission). If a legend is not required pursuant to the foregoing, the
Company shall no later than three (3) Trading Days (or such earlier date as required pursuant to the Exchange Act or other applicable
law, rule or regulation for the settlement of a trade initiated on the date the Holder delivers such legended certificate representing
the Purchase Shares to the Company) following the delivery by the Holder to the Company or the transfer agent (with notice to the
Company) of a legended certificate representing the Purchase Shares (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
the Holder as may be required above in this Section 1.3, as directed by the Holder, either: (A) provided that the Company’s
transfer agent is participating in the DTC Fast Automated Securities Transfer Program and the Purchase Shares are eligible to be
resold pursuant to an effective registration statement or Rule 144, credit the aggregate number of shares of Common Stock to which
the Holder shall be entitled to the Holder’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 the Holder, a certificate representing the Purchase Shares that
is free from all restrictive and other legends, registered in the name of the Holder or its designee (the date by which such credit
is so required to be made to the balance account of the Holder’s or the Holder’s designee with DTC or such certificate
is required to be delivered to the Holder pursuant to the foregoing is referred to herein as the “Required Delivery Date”,
and the date such shares of Common Stock are actually delivered without restrictive legend to the Holder or the Holder’s
designee with DTC, as applicable, the “Share 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.


 






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1.4 Failure
to Timely Deliver; Buy-In. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be delivered)
to the Holder (or its designee) by the Required Delivery Date, if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, a certificate for the number of Purchase Shares to which the Holder is entitled and register such
Purchase Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities
Transfer Program, to credit the balance account of the Holder or the Holder’s designee with DTC for such number of Purchase
Shares submitted for legend removal by the Holder pursuant to Section 1.3 above (a “Delivery Failure”), and
if on or after such Trading Day 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 shares of Common Stock submitted for legend removal by the Holder pursuant to Section
1.3 above that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within
three (3) Trading 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) (the “Buy-In Price”), at which point the Company’s
obligation to so deliver such certificate or credit the Holder’s balance account shall terminate and such shares shall be
cancelled, or (ii) promptly honor its obligation to so deliver to the Holder a certificate or certificates or credit the balance
account of the Holder or the Holder’s designee with DTC 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 the Holder in an amount equal to
the excess (if any) of the Buy-In Price over the product of (A) such number of Purchase Shares that the Company was required to
deliver to the Holder by the Required Delivery Date multiplied by (B) 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 the Holder to the Company of
the applicable Purchase Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit
the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms
hereof.


 






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Section 2. Amendments;
Payment Termination. Effective as of the Closing Date, as evidence of the consummation of the Payment Termination, the parties
agree to amend the Exchange Agreement as follows:


 


(a) Clause
(a)(ii) in the third recital of the Exchange Agreement shall be deleted;


 


(b) Clause (a)(ii)
in Section 1 of the Exchange Agreement shall be deleted; and


 


(c) Section
1.3 of the Exchange Agreement shall be amended and restated as “[Intentionally Omitted]”.


 


Section 3. Representations
and Warranties of the Company. The Company represents and warrants to the Holder that:


 


3.1 Organization
and Qualification. The Company and each of the subsidiaries of the Company (the “Subsidiaries”) is an entity
duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation
or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as
currently conducted. Neither the Company, nor any Subsidiary is in violation or default of any of the provisions of its respective
certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries
is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure
to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material
adverse effect on the legality, validity or enforceability of this Agreement or any documents executed in connection herewith (the
“Transaction Documents”), (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect
on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document
(any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 






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3.2 Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith
or therewith other than in connection with the Required Approvals (as defined below). This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


3.3 Issuance
of Securities. The issuance of the Purchase Shares is duly authorized and, upon issuance in accordance with the terms hereof,
the Purchase Shares shall 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. Assuming the truth and accuracy of each of the representations and warranties of the Holder contained
in Section 4 of this Agreement, the issuance by the Company of each of the Purchase Shares is exempt from registration under the
Securities Act.


 






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3.4 No Conflicts.
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party,
the issuance of the Purchase Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will
not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, result in the creation of any options, contracts, agreements, liens, security
interests, or other encumbrances (“Liens”) upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or
both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a
Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be
expected to result in a Material Adverse Effect.


 


3.5 Acknowledgment
Regarding the Share Purchase and the Payment Termination. The Company acknowledges and agrees that the Holder is acting solely
in the capacity of an arm’s length third party with respect to this Agreement and the transactions contemplated hereby. The
Company further acknowledges the Holder is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby, and any advice given by the Holder or any of its representatives
or agents in connection with this Agreement is merely incidental to the Share Purchase and the Payment Termination.


 


3.6 No Commission;
No Other Consideration. The Company has not paid or given, and has not agreed to pay or give, directly or indirectly, any commission
or other remuneration for soliciting the Share Purchase and the Payment Termination. The Purchase Shares are being issued exclusively
for the exchange for the Payment Termination and no other consideration has or will be paid for the Purchase Shares.


 


3.7 No Third-Party
Advisors. Other than legal counsel, the Company has not engaged any third parties to assist in the solicitation with respect
to the Share Purchase and the Payment Termination.


 






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3.8 SEC Reports;
Financial Statements.  The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange
Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  As of their respective
dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and none of the SEC Reports, when filed, 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.  The financial statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect
at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


3.9 Subsidiaries.  All
of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports.  Except as set forth in the
SEC Reports, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free
and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.  


 


3.10 Filings,
Consents and Approvals.  Other than as set forth on Schedule 2.11, the Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state,
local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company
of the Transaction Documents, other than: (i) the notice and/or application(s) to each applicable Trading Market for the issuance
and the listing of the Purchase Shares for trading thereon in the time and manner required thereby, and (ii) the filing of Form
D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”).


 






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3.11 Capitalization.  The
capitalization of the Company is as set forth in the SEC Reports.  No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.  There
are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance of the Purchase
Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Holder)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of the Purchase Shares. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No
further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the Purchase
Shares.  There are no stockholders agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


3.12 Shell
Company Status. The Company is not currently, and within the past three years has not been, an issuer identified in Rule 144(i)(1)
under the Securities Act. 


 


3.13 DTC
Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer
(FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer
(FAST) Program. 


 


3.14 Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the
Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not
altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property
to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v)
the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock
option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except
for the issuance of the Purchase Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or
development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries
or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by
the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly
disclosed at least 1 Trading Day prior to the date that this representation is made.


 






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3.15 Litigation.  Except
as set forth in the SEC Reports, (a) there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local
or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Purchase Shares or (ii) could, if there were an unfavorable decision,
have or reasonably be expected to result in a Material Adverse Effect; (b) neither the Company nor any Subsidiary, nor any director
or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty; and (c) there has not been, and to the knowledge of the Company, there
is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or
officer of the Company.  The Commission has not issued any stop order or other order suspending the effectiveness of
any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


3.16 Labor
Relations.  No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect.  None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company
or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that their relationships with their employees are good.  To the knowledge of the
Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term
of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any
other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such
executive officer 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 U.S. federal, state, local and foreign laws and
regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where
the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 






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3.17 Compliance. Neither
the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company
or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or
credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether
or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator
or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including, without limitation, all foreign, federal, state and local laws relating to taxes, environmental protection,
occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have
or reasonably be expected to result in a Material Adverse Effect.


 


3.18 Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


 


3.19 Title
to Assets.  The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned
by them and good and marketable title in all personal property owned by them that is material to the business of the Company and
the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with GAAP and, the payment of which is neither delinquent nor subject to penalties.  Any real property and facilities
held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which
the Company and the Subsidiaries are in compliance.


 






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3.20 Intellectual
Property.  The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property
rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective
businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property
Rights”).  None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise)
that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate
or be abandoned, within two (2) years from the date of this Agreement.  Neither the Company nor any Subsidiary has received,
since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise
has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not
have or reasonably be expected to not have a Material Adverse Effect.  To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.  The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of
their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


3.21 Insurance. The
Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in
such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but
not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount.  Neither
the Company nor any Subsidiary has any reason to believe that it will not be able 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 without
a significant increase in cost.


 


3.22 Transactions
With Affiliates and Employees.  Except as set forth in the SEC Reports, none of the officers or directors of the
Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently
a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and 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 providing for the borrowing of money from or lending of money to, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan
of the Company.


 






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3.23 Sarbanes-Oxley;
Internal Accounting Controls.  The Company and the Subsidiaries are in compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of the Closing Date.  The Company and the
Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance 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 accountability, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms.  The Company’s certifying
officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the
end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”).  The Company presented in its most recently filed periodic report under the Exchange Act the conclusions
of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the
Evaluation Date.  Since the Evaluation Date, there have been no changes in the internal control over financial reporting
(as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely to materially affect, the
internal control over financial reporting of the Company and its Subsidiaries.


 


3.24 Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiaries to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents.


 


3.25 Investment
Company. The Company is not, and is not an Affiliate of, and immediately after the Share Purchase and the Payment Termination,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.  The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.


 


3.26 Registration
Rights. Other than as disclosed in the SEC Reports, no Person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company or any Subsidiaries.


 






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3.27 Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration.  Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date
hereof, received notice from The Nasdaq Market LLC any other exchange or quotation service on which the Company’s securities
are traded (the “Trading Market”) on which the Common Stock is or has been listed or quoted to the effect that
the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Except as set forth in the
SEC Reports, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements.


 


3.28 Application
of Takeover Protections.  The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter
documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser
and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation,
as a result of the Company’s issuance of the Purchase Shares pursuant to the Share Purchase.


 


3.29 Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information
that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the
Holder will rely on the foregoing representation in effecting transactions in securities of the Company.  All of the
disclosure furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, 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 light of the circumstances under which they were made, not misleading. The press releases disseminated
by the Company during the twelve months preceding the date of this Agreement taken as a whole do not 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 light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees
that the Holder makes no nor has made any representations or warranties with respect to the transactions contemplated hereby other
than those specifically set forth in Section 4 hereof.


 






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3.30 No Integrated
Offering. Assuming the accuracy of the Holder’s representations and warranties set forth in Section 4, neither the Company,
nor any of its 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 cause the Share Purchase to be integrated with prior
offerings by the Company for purposes of (i) the Securities Act which would require the registration of any the Purchase Shares
under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities
of the Company are listed or designated.


 


3.31 Solvency.
The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing
and amounts of cash to be payable on or in respect of its debt).  Except as set forth in the SEC Reports, the Company
has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under
the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of
the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or
any Subsidiary has commitments.  For the purposes of this Agreement, “Indebtedness” means (x) any liabilities
for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business),
(y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same,
are, or should be, reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present
value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Except as
set forth in the SEC Reports, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 


3.32 Tax Status.
Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse
Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign
income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has 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 and (iii) has set aside on its books provision reasonably adequate for the payment of all material 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 or of any Subsidiary know
of no basis for any such claim.


 






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3.33 Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is  in violation of law or (iv) violated in any material respect
any provision of FCPA.


 


3.34 Accountants.
The Company’s accounting firm is BDO USA, LLP.  To the knowledge and belief of the Company, such accounting firm:
(i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the
financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2015.


 


3.35 No Disagreements
with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company
to arise, between the Company and the accountants and lawyers formerly or 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.


 


3.36 Acknowledgment
Regarding Share Purchase and the Payment Termination. The Company acknowledges and agrees that the Holder is acting solely
in the capacity of an arm’s length party with respect to the Transaction Documents and the transactions contemplated thereby.


 


3.37  Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the issuance or resale of any of the Purchase Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases
of, any of the Purchase Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company.


 


3.38 Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 






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3.39 Bank
Holding Company Act.  Neither the Company nor any of its Subsidiaries or Affiliates 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 or more of the total equity of a bank or any entity 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.


 


3.40 Money
Laundering.  The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened.


 


Section 4. Representations
and Warranties of the Holder. The Holder represents and warrants to the Company that:


 


4.1 No Public
Sale or Distribution. The Holder is acquiring the Purchase Shares in the ordinary course of business for its own account and
not with a view toward, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making
the representations herein, the Holder does not agree to hold any of the Purchase Shares for any minimum or other specific term
and reserves the right to dispose of the Purchase Shares at any time in accordance with an exemption from the registration requirements
of the Securities Act and applicable state securities laws.


 


4.2 Accredited
Holder and Affiliate Status. The Holder is an “accredited investor” as that term is defined in Rule 501 of Regulation
D under the Securities Act. The Holder is not, and has not been, for a period of at least three months prior to the date of this
Agreement (a) an officer or director of the Company, (b) an “affiliate” of the Company (as defined in Rule 144) (an
“Affiliate”) or (c) a “beneficial owner” of more than 10% of the common stock (as defined for purposes
of Rule 13d-3 of the Exchange Act).


 






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4.3 Reliance
on Exemptions. The Holder understands that the Share Purchase is being made 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 the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of
the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to complete
the Share Purchase and to acquire the Purchase Shares.


 


4.4 Information.
The Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the Share Purchase and the Payment Termination which have been requested by the Holder. The Holder has been afforded
the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by
the Holder or its representatives shall modify, amend or affect the Holder’s right to rely on the Company’s representations
and warranties contained herein. The Holder acknowledges that all of the documents filed by the Company with the SEC under Sections
13(a), 14(a) or 15(d) of the Exchange Act that have been posted on the SEC’s EDGAR site are available to the Holder, and
the Holder has not relied on any statement of the Company not contained in such documents in connection with the Holder’s
decision to enter into this Agreement, the Share Purchase and the Payment Termination.


 


4.5 Risk.
The Holder understands that its investment in the Purchase Shares involves a high degree of risk. The Holder is able to bear the
risk of an investment in the Purchase Shares including, without limitation, the risk of total loss of its investment. The Holder
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to the Share Purchase and the Payment Termination. There is no assurance that the Purchase Shares will continue to be quoted, traded
or listed for trading or quotation on the Nasdaq Capital Market or on any other organized market or quotation system.


 


4.6 No Governmental
Review. The Holder 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 in connection with the Share Purchase and the Payment Termination or the
fairness or suitability of the investment in the Purchase Shares nor have such authorities passed upon or endorsed the merits of
the Purchase Shares.


 


4.7 Organization;
Authorization. The Holder is duly organized, validly existing and in good standing under the laws of its state of formation
and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.


 


4.8 Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall
constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms.
The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions
contemplated hereby (including, without limitation, the irrevocable surrender of the Existing October Warrants) will not result
in a violation of the organizational documents of the Holder.


 






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4.9 Prior
Investment Experience. The Holder acknowledges that it has prior investment experience, including investment in securities
of the type being exchange, including the Purchase Shares, and has read all of the documents furnished or made available by the
Company to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly
speculative nature of this investment.


 


4.10 Tax Consequences.
The Holder acknowledges that the Company has made no representation regarding the potential or actual tax consequences for the
Holder which will result from entering into the Agreement and from consummation of the Share Purchase and the Payment Termination.
The Holder acknowledges that it bears complete responsibility for obtaining adequate tax advice regarding the Agreement and the
Share Purchase and the Payment Termination.


 


4.11 No Registration,
Review or Approval. The Holder acknowledges, understands and agrees that the Securities are being issued hereunder pursuant
to an exemption under Section 4(a)(2) of the Securities Act.


 


Section 5. Conditions
Precedent to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this
Agreement is subject to the satisfaction 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 the Holder with prior written notice
thereof:


 


5.1 No Prohibition.
No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain
any of the transactions contemplated by this Agreement; and


 


5.2 Representations.
The accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the
Holder contained herein (unless as of a specific date therein);


 


Section 6. Conditions
Precedent to Obligations of the Holder. The obligation of the Holder to consummate the transactions contemplated by this Agreement
is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Holder’s sole
benefit and may be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof:


 


6.1 On or prior
to the Closing Date the Company shall have issued (or cause to be issued) to the Holder (or its designee) the Purchased Shares
and delivered the Certificate to the Holder (or its designee);


 






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6.2 no order
of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of
the transactions contemplated by this Agreement;


 


6.3 the accuracy
in all material respects (except for such representations and warranties qualified by materiality or material adverse effect, which
shall be true and correct in all respects) when made and on the applicable Closing Date of the representations and warranties of
the Company contained herein (unless as of a specific date therein, which shall be true and correct as of such specific date);


 


6.4 all obligations,
covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed;
and


 


6.5 from the
date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC
or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P.
shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported
by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New
York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Purchase Shares at the closing.


 


Section 7. Covenants


 


7.1 Disclosure
of Transaction. The Company shall, on or before 5:30 p.m., New York City Time, on the fourth business day after the date of
this Agreement, issue a press release and/or Current Report on Form 8-K (collectively, the “Press Release”)
disclosing all material terms of the transactions contemplated hereby. From and after the issuance of the Press Release, the Holder
shall not be in possession of any material, nonpublic information received from the Company or any of its respective officers,
directors, employees or agents, that is not disclosed in the Press Release. The Company shall not, and shall cause its officers,
directors, employees and agents, not to, provide the Holder with any material, nonpublic information regarding the Company from
and after the filing of the Press Release without the express written consent of the Holder. The Company shall not disclose the
name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation.


 






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7.2 No Integration.
None of the Company, its Subsidiaries, any of their affiliates, or any Person acting on their behalf shall, directly or indirectly,
make any offers or sales of any security (as defined in the Securities Act) or solicit any offers to buy any security or take any
other actions, under circumstances that would require registration of any of the Purchase Shares under the Securities Act or cause
this offering of the Purchase Shares to be integrated with such offering or any prior offerings by the Company for purposes of
the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations
of the principal exchange on which the Common Stock is then traded (the “Principal Market”) and/or any exchange
or automated quotation system on which any of the securities of the Company are listed or designated.


 


7.3 Listing.
The Company shall promptly secure the listing or designation for quotation (as applicable) of all of the Purchased Shares upon
each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated
for quotation (as applicable) (subject to official notice of issuance) and shall maintain such listing of all the Exchange Shares
and Exchange Warrant Shares from time to time issuable under the terms hereof. The Company shall maintain the Common Stock’s
authorization for quotation on the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action which
would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company
shall pay all fees and expenses in connection with satisfying its obligations under this Section 7.3.


 


7.4 Form D
and Blue Sky. The Company shall make all filings and reports relating to the Exchange required under applicable securities
or “Blue Sky” laws of the states of the United States following the date hereof, if any.


 


7.5 Most Favored
Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof
that none of the terms offered to any Person with respect to any consent, release, amendment, settlement or waiver relating to
the terms, conditions and transactions contemplated hereby (each, a “Settlement Document”), is or will be more
favorable to such Person than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company
enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder immediately following the occurrence
thereof and (ii) the terms and conditions of this Agreement shall be, without any further action by the Holder or the Company,
automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit
of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written
notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition,
in which event the term or condition contained in this Agreement shall apply to the Holder as it was in effect immediately prior
to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions
of this Section 7.5 shall apply similarly and equally to each Settlement Document.


 






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Section 8. Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of New York, without
regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction.
The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection
with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States District Court for
the Southern District of New York located in New York County, New York. The Company and the Holder each consents to the exclusive
jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application to either
of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by
generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its
or his address set forth below (and service so made shall be deemed “personal service”) or by personal service or in
such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT
TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.


 


Section 9. 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; provided that a facsimile
signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if
the signature were an original, not a facsimile signature.


 


Section 10. Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


Section 11. Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


Section 12. Entire Agreement;
Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company, their affiliates
and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically
set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company
and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement
is sought.


 






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Section 13. 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: (a) upon receipt, when delivered personally; (b) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (c) one calendar day (excluding Saturdays, Sundays, and national banking holidays) after deposit with an overnight courier
service, 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, NJ, 07702


Attn: Daniel Sullivan


 


With a copy (which shall not constitute
notice) to:


 


Pryor Cashman LLP


7 Times Square


New York, NY 10036-6569


Attn: M. Ali Panjwani, Esq.


 


If to the Holder:


 


to the address set forth on the signature
pages hereto


 


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.


 


Section 14. 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 the Purchase Shares. The Holder may assign some or all of their rights hereunder without the
consent of the Company, in which event such assignee shall be deemed to be the Holder hereunder with respect to such assigned rights.


 


Section 15. 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.


 


Section 16. Survival
of Representations. The representations and warranties of the Company and the Holder contained in Sections 3 and 4, respectively,
will survive the closing of the transactions contemplated by this Agreement.


 






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Section 17. 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.


 


Section 18. Independent
Nature of Holder's Obligations. The obligations of the Holder under this Agreement or the other Transaction Documents are several
and not joint with the obligations of any other Person (each, an “Other Person”), and the Holder shall not be
responsible in any way for the performance of the obligations of any Other Person under any other Transaction Document or similar
agreement of any Other Person (the “Other Documents”). Nothing contained herein or in any Other Document or
any other Transaction Document, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and
such Other Persons as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that
the Holder and Other Person are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement, any Other Documents or any other Transaction Document and the Company acknowledges that neither
the Holder nor any Other Person are acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Agreement, any Other Document and any other Transaction Document. The Company and the Holder confirm that the Holder has
independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors.
The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising
out of this Agreement, any Other Document or out of any other Transaction Documents, and it shall not be necessary for any Other
Person to be joined as an additional party in any proceeding for such purpose.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have executed
this Amendment Agreement as of the date first written above.


 





	INTERCLOUD SYSTEMS, INC.	 
	 	 	 
	By:	/s/ Daniel Sullivan	 
	Name:	Daniel Sullivan	 
	Title:	Chief Accounting Officer	 
	 	 	 
	HOLDER:	 
	 	 	 
	31 GROUP LLC	 
	 	 	 
	By:	/s/ Joshua Sason	 
	Name:	Joshua Sason	 
	Title:	Managing Member	 
	 	 	 
	Address for Notice:	 




 


 


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