Exhibit 10.4


 


AMENDMENT
NO. 1 TO THE BRIDGE FINANCING AGREEMENT


 


THIS
AMENDMENT NO. 1 TO THE BRIDGE FINANCING AGREEMENT (this “Amendment No. 1”), is made as of May 15, 2015
(“Effective Date”), by and among GPB Life Science Holdings LLC (the “Lender”), and InterCloud
Systems, Inc., a Delaware corporation (together with all of its successors and current and future direct and/or indirect Subsidiaries,
collectively, the “Borrower,” and, collectively with the Lender, the “Parties”), and amends
solely to the extent expressly provided herein (i) the Bridge Financing Agreement, made effective as of December 3, 2014 (the
“First Agreement”), by and between the Borrower and Lender, and (ii) the Agreement to Purchase the $1,500,000
Additional Note, dated December 24, 2014, by and between the Borrower and the Lender pursuant to Section 2.13 of the First Agreement
(the “Second Agreement,” and together with the First Agreement and all supplements, amendments, exhibits and
annexes to the First Agreement and the Second Agreement including, but not limited to this Amendment No. 1, collectively, the
“Loan Agreement”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Loan Agreement, the Borrower sold to the Lender (i) a (a) 12% Senior Secured Note of the Borrower in the aggregate
principal amount of $2,500,000 (Note No.:GPB-1), Issue Date: December 3, 2014 (“Note 1”), and (b) four (4)
year common stock purchase warrant of the Borrower (Warrant No.:GPB-1), Original Issue Date December 3, 2014, to purchase 250,000
Warrant Shares (“Warrant No. 1”); and (ii) a (a) 12% Senior Secured Note of the Borrower in the aggregate principal
amount of $1,500,000; (Note No.:GPB-2); Issue Date: December 24, 2014 (“Note 2,” and together with Note 1,
collectively, the “Original Notes”) and (b) four (4) year Warrant (Warrant No.:GPB-2), Original Issue Date
December 24, 2014, to purchase 150,000 Warrant Shares (“Warrant No. 2,” and, collectively with Warrant No.
1, the “2 Original Warrants”);


 


WHEREAS,
pursuant to a Securities Purchase Agreement dated as of May 15, 2015 between the Parties (the “SPA”) and this
Amendment No. 1, the Borrower has agreed to sell to the Lender a 12% senior secured convertible promissory note of the Borrower
in the aggregate principal amount of $2,000,000 (the “$2,000,000 New Note”) for a purchase price of $1,900,000;


 


WHEREAS,
pursuant to the SPA and this Amendment No. 1, the Parties hereto have agreed: (i) to amend the 2 Original Warrants by issuing
to the Lender 2 amended and restated warrants replacing the 2 Original Warrants (the “2 Amended and Restated Warrants”)
and (ii) that the Borrower shall issue to the Lender (a) a warrant to purchase 200,000 Warrant Shares dated May 15, 2015 (the
“Additional Warrant”), and (b) for restructuring the 2 Original Notes, a warrant to purchase 50,000 Warrant
Shares (the “Restructuring Warrant,” and together with the 2 Amended and Restated Warrants and the Additional
Warrant, collectively, the “Warrants”);


 


WHEREAS,
pursuant to the SPA and this Amendment No. 1, the Parties agreed to amend the 2 Original Notes by issuing to the Lender 2 amended
and restated notes to replace the 2 Original Notes (the “2 Amended and Restated Notes,” and together with the
$2,000,000 New Note, collectively, the “Notes”);


 






    	 



    	 



    

 


WHEREAS,
the capitalized terms and any section references used but not otherwise defined herein shall have the meanings given to them in
the Loan Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing premises and for valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the Parties, intending to be legally bound hereby agree as follows:


 


AGREEMENT


 


		1)	Ratifications.
                                         Except as otherwise expressly provided herein, the Loan Agreement and each other Document,
                                         is, and shall continue to be, in full force and effect and is hereby ratified and confirmed
                                         in all respects and as of the date hereof (i) $4,000,000 aggregate principal amount of
                                         the two Original Notes are issued and outstanding, and (ii) accrued but unpaid interest
                                         on the 2 Original Notes issued and outstanding is ____, and (iii) $20,000 of legal fees
                                         is owed to the Lender’s legal counsel pursuant to Section 9.4(B) of the Loan Agreement
                                         for legal services provided to the Lender post the closing of the purchase by the Lender
                                         of the two Original Notes, related to the administration and enforcement of the Documents,
                                         the Collateral and the Loan (but excluding the legal fees to be paid to the Lender’s
                                         Counsel in connection with the SPA and this Amendment No. 1. Except as otherwise expressly
                                         provided in the Loan Agreement or this Amendment No. 1, on and after the Effective Date:
                                         (i) all references in the Loan Agreement to “this Agreement”, “hereto”,
                                         “hereof”, “hereunder” or words of like import referring to the
                                         Loan Agreement shall mean the Loan Agreement as amended by this Amendment No. 1, and
                                         (ii) all references in the other Documents, to “thereto”, “thereof”,
                                         “thereunder” or words of like import are referring to the other Documents
                                         as amended by this Amendment No. 1, the Warrants and the Notes, as the case may be.



 


		a)	All
                                         references in the Loan Agreement and/or the other Documents to a “Note,”
                                         the “Notes,” “$2,500,000 aggregate principal amount of the Note,”
                                         “$2,500,000 aggregate principal amount of Note”, $1,500,000 aggregate principal
                                         amount Note,” “Additional Note,” and terms of similar import used to
                                         defined either or both of the 2 Original Notes are deleted in their entirety and replaced
                                         with the term “Notes” as defined in this Amendment No. 1.



 


		b)	All
                                         references in the Loan Agreement to a “Warrant,” or the “Warrants and
                                         terms of similar import used to defined either or both of the 2 Original Warrants are
                                         deleted in their entirety and replaced with the term “Warrants” as defined
                                         in this Amendment No. 1.



 


		2)	Amendments
                                         to the Loan Agreement. Upon the Effective Date, the Loan Agreement is hereby amended
                                         as follows:



 


		a)	The
                                         following defined terms in Section 1.01 of the Loan Agreement are hereby added
                                         and/or replaced in their entirety the following:



 


“Amendment
No. 1” means this Amendment No. 1 to the Bridge Financing Agreement dated May 15, 2015 by and between the Lender and
the Borrower.


 






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“Closing”
shall mean (i) each issuance and sale by the Borrower of the particular portion of the aggregate principal amount of the $6,000,000
of Notes to the Lender for the corresponding portion of the $5,700,000 Purchase Price and the simultaneous issuance by the Borrower
to the Lender of the particular Warrants being issued with such particular portion of the Notes and (ii) the conditions to each
such Closing have been satisfied or waived by the Lender.


 


“Closing
Date” shall mean as the context so requires (i) December 3, 2014, the date Note 1 was purchased by the Lender from the
Borrower for the $2,375,000 portion of the $5,700,000 Purchase Price and the simultaneous issuance of Warrant No. 1 by the Borrower
to the Lender (ii) December 24, 2014, the date Note 2 was purchased by the Lender from the Borrower for the $1,425,000 portion
of the $5,700,000 Purchase Price and the simultaneous issuance of Warrant No. 2 by the Borrower to the Lender, and (iii) May 15,
2015 (or such other date as agreed to by the Parties) being the date the $2,000,000 New Note was purchased by the Lender from
the Borrower for the $1,900,000 remaining portion of the $5,700,000 Purchase Price and the simultaneous issuance of the Warrants
by the Borrower to the Lender pursuant to this Agreement.


 


 “Documents”
shall mean collectively, the SPA, the First Agreement, the Second Agreement, Amendment No. 1, the Loan Agreement, the Blocked
Account Agreement, any of the letters from the Borrower to Corporate Stock Transfer, Inc., the Borrower’s Transfer Agent,
related to the Conversion Shares and the Warrant Shares (the “TA Letters”), all financing statements (or comparable
documents now or hereafter filed in accordance with the Uniform Commercial Code or other comparable or similar laws, rules and/or
regulations) in favor of the Lender as a secured party perfecting all Liens the Lender has on any Collateral and/or other assets
of the Borrower, the U.C.C. Financing Statement Amendment amending the UCC-1 financing statement previously filed by White Oak
the effect of which resulting in certain assets of the Borrower being excluded from the White Oak Liens, including, but not limited
to, the Accounts Receivable of the Borrower, filed on or about the Closing Date (the “White Oak Financing Statement Amendment”),
the Perfection Certificate dated December 3, 2014 and any other Perfection Certificates of the Borrower provided to the Lender
including, but not limited to, the Perfection Certificate from the Borrower to the Lender set forth as Exhibit F to Amendment
No. 1, the Notes, the Warrants, and all other instruments, certificates, supplements, amendments, exhibits and schedules required
and/or attached pursuant to this Agreement and/or the other Documents, and/or any other Document and/or instrument related to
the other Documents and the transactions hereunder and/or thereunder to and/or any other documents or instruments required or
contemplated hereunder or thereunder, whether now existing or at any time hereafter arising.


 


“Loan”
shall mean the $6,000,000 aggregate principal amount of Notes.


 


“Loan
Maturity Date” shall mean the earlier of (i) May 15, 2016, and (ii) the date of a Major Transaction, and/or such other
date as provided in this Agreement.


 






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“Note”
means as the context so requires any of (i) the Amended and Restated 12% Senior Secured Convertible Note of the Borrower in the
aggregate principal amount of $2,500,000, dated December 3, 2014 (“A/R Note 1”), (ii) the Amended and Restated
12% Senior Secured Convertible Note of the Borrower in the aggregate principal amount of $1,500,000, dated December 24, 2014,
(“A/R Note 2,” and together with A/R Note 1, the “2 Amended and Restated Notes”), and (iii)
the 12% Senior Secured Convertible Note of the Borrower in the aggregate principal amount of $2,000,000 dated May 15, 2015 (the
“$2,000,000 New Note”); and the term “Notes” means collectively, the 2 Amended and Restated
Notes and the $2,000,000 New Note. The form of the $2,000,000 New Note is substantially as attached to Amendment No. 1 as Exhibit
A and the form of the 2 Amended and Restated Notes are substantially as attached to Amendment No. 1 as Exhibit B.


 


“Purchase
Price” means the $5,700,000 aggregate purchase price to be paid by the Lender to purchase the $6,000,000 aggregate principal
amount of Notes as follows: (i) $2,375,000 for A/R Note 1, (ii) $1,425,000 for A/R Note 2, and (iii) $1,900,000 for the $2,000,000
New Note.


 


“Qualified
Offering” means each (i) sale by the Borrower of its securities in one or a series of public offerings and/or private
placements exempt from the registration requirements of the federal securities laws resulting in the receipt by the Borrower and/or
its Subsidiaries in each such financing of more than $8,000,000 of gross proceeds, and/or (ii) the entering into any agreement(s)
and/or instrument(s) pursuant to which the Borrower may borrow (regardless of whether the Borrower borrows funds), in the aggregate
principal amount of $8,000,000 or more.


 


“SPA”
means collectively (i) the Securities Purchase Agreement dated as of May 15, 2015 between the Lender and the Borrower pursuant
to which, among other items set forth therein, the Lender purchased from the Borrower the $2,000,000 New Note and received the
Additional Warrant and the Restructuring Warrant, and (ii) all amendments, supplements, annexes, exhibits and schedules to such
SPA.


 


“Warrant”
means, as the context so requires (i) the Amended and Restated Warrant to purchase 250,000 Warrant Shares, Original Issuance Date:
December 3, 2014, (“A/R Warrant No. 1”), (ii) the Amended and Restated Warrant to purchase 150,000 Warrant
Shares, Original Issuance Date: December 24, 2014 (“A/R Warrant No. 2,” together with A/R Warrant No. 1, collectively,
the “2 Amended and Restated Warrants”), (iii) the warrant to purchase 200,000 Warrant Shares, dated May 15,
2015 (the “Additional Warrant” and (iv) the warrant to purchase 50,000 Warrant Shares, dated May 15, 2015 (the
“Restructuring Warrant”); and the term “Warrants” means collectively, the 2 Amended and
Restated Warrants, the Restructuring Warrant and the Additional Warrant. The form of the Additional Warrant is substantially as
attached to Amendment No. 1 as Exhibit C, the form of the 2 Amended and Restated Warrants are substantially as to
Amendment No. 1 as Exhibit D and the form of the Restructuring Warrant is substantially as attached to Amendment
No. 1 as Exhibit E.


 






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		b)	Section
                                         2.7 of the Loan Agreement is deleted in its entirety and replaced with the following
                                         new Section 2.7:



 


“Section
2.7. Default Rate. Notwithstanding anything to the contrary provided herein or elsewhere, from and after the occurrence
and during the continuance of any Event of Default (i) the 12% annual interest rate for Cash Interest; and (ii) the four (4%)
percent annual interest rate for the Additional Interest shall automatically and without any further action be increased to the
lower of (a) the highest rate allowed by law, and (b) (I) seventeen percent (17.0%) per annum for the Cash Interest rate, and
(II) nine (9%) percent per annum for the Additional Interest rate. In the event that such Event of Default is subsequently cured,
the adjustment referred to in the preceding sentence shall cease to be effective as of the calendar day immediately following
the date of such cure; provided that the Cash Interest and Additional Interest as calculated and unpaid at such increased rate
during the continuance of such Event of Default shall in both cases continue to apply to the extent relating to the days after
the occurrence of such Event of Default through and including the date of such cure of such Event of Default.”


 


		c)	Section
                                         2.13 of the Loan Agreement is deleted in its entirety and replaced with the following
                                         new Section 2.13:



 


“Section
2.13. Possible Purchase of Additional $3,500,000 Aggregate Principal Amount of Notes by Lender from the Borrower. If the
Lender and Borrower expressly agree in writing (an “Additional Note Purchase Agreement”) that the Lender (and/or
its assignee), will purchase up to an additional $3,500,000 aggregate principal amount of notes of the Borrower (the “$3,500,000
Additional Notes”), from the Borrower for an aggregate purchase price of $3,325,000 (as reduced pursuant to mutual agreement
of the Parties), which amount includes original issue discount (the “Additional Note Purchase Price”), then
the Lender shall have five (5) business days from the receipt of the Borrower of such Additional Note Purchase Agreement to pay
to the Borrower such Additional Note Purchase Price (less all fees and expenses resulting from the purchase of such $3,500,000
Additional Note) to purchase up to the $3,500,000 Additional Notes from the Borrower by the payment of cash by wire transfer of
immediately available funds to the bank account of Borrower pursuant to wire instructions provided from the Borrower to the Lender.
The documents and terms and conditions related to the purchase of the Additional Notes and such other obligations of the Borrower
to the Lender, including, but not limited to, the security interests and liens granted by the Borrower in favor of the Lender
to secure repayment of the Additional Notes and the payment of all the fees, expenses and related items in connection with the
purchase of such up to $3,500,000 Additional Notes, including, but not limited to, the warrants and warrant coverage shall be
substantially similar as provided herein relating to the purchase by the Lender of the $2,500,000 aggregate principal amount of
Note with such changes as the Lender and the Borrower shall mutually agree, except that the Lender shall receive as additional
Collateral securing the repayment of all principal, interest and all other liabilities and obligations of the Borrower to the
Lender relating to the purchase of the up to $3,500,000 Additional Notes, a first priority senior lien on all assets of the Borrower
not covered by White Oak Liens, second in priority only to the Liens and security interest granted to the Lender in connection
with the Documents. For purposes of clarity, and notwithstanding anything to the contrary provided herein or elsewhere, the Parties
acknowledge and agree that (i) on December 3, 2014 the Lender purchased from the Borrower the $2,500,000 A/R Note 1, (ii) on December
24, 2014, the Lender purchased from the Borrower the $1,500,000 A/R Note 2 and (iii) on or about May 15, 2015, the Lender purchased
the $2,000,000 New Note.”


 






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		d)	Article
                                         8 of the Loan Agreement is deleted in its entirety and replaced with the following
                                         new Article 8:



 


“Section
8.01 Remedies Upon an Event of Default. Upon the occurrence and continuance of any Event of Default, notwithstanding anything
to the contrary provided herein, in the other Documents and/or elsewhere, Lender may, in its sole and absolute discretion, among
other actions (i) declare the all issued and outstanding aggregate principal amount of the Notes (plus any premium thereon as
provided elsewhere herein), all accrued but unpaid interest on the Notes (including, but not limited to, Cash Interest and Additional
Interest at the Default Rate), and/or any other Liabilities, and/or other amounts owed to the Lender by the Borrower under this
Agreement and/or the other Documents or otherwise, all through and including the date all amounts owed to the Lender from the
Borrower pursuant to this Agreement, the other Documents, and/or otherwise, are received in full by the Lender in cash by the
payment of immediately available funds by wire transfer pursuant to wire transfer instruction provided to the Borrower from the
Lender (the “Amount”), to be immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower, and Borrower shall pay to Lender an amount equal to the
Loan Maturity Date Payment Amount, assuming the period during which the Loan Maturity Date Payment Amount is received by the Lender
as a result of an Event of Default shall be (x) for the 2 Amended and Restated Notes, during the period commencing on January
8, 2015 until the date 60 days following such date, and (y) for the $2,000,000 New Note during the period commencing on May 15,
2015 until the date 60 days thereafter, regardless of when such Event of Default occurs and/or when such Loan Maturity Date Payment
Amount is received by the Lender as a result of an Event of Default (collectively, the “Event of Default Payment Amount”);
provided, that upon the occurrence of an Event of Default under Section 7.01(e) hereof, all amounts set forth in
this Section 8.01(i) shall automatically become forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower and Borrower shall pay to Lender the Event of Default
Payment Amount; (ii) without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived
by the Borrower, exercise all of the remedies of a secured party and mortgage holder under applicable law, including, but not
limited to, the UCC, and all of its rights and remedies under the Documents; (iii) require Borrower to make the Collateral and
the records pertaining to the Collateral available to the Lender at a place designated by the Lender which is reasonably convenient
to the Lender to take possession of the Collateral and the records pertaining to the Collateral without the use of any judicial
process and without any prior notice thereof to Borrower; (iv) sell any or all of the Collateral at public or private sale upon
such terms and conditions as Lender may reasonably deem proper, and, to the extent permitted by applicable law, Lender may purchase
any or all of the Collateral at any such sale, and apply the net proceeds, after deducting all costs, expenses and attorneys’
fees incurred at any time in the collection of the Liabilities and in the protection and sale of the Collateral, to the payment
of the Liabilities, returning the remaining proceeds, if any, to Borrower, with Borrower remaining liable for any amount remaining
unpaid after such application; (v) grant extensions, compromise claims and settle Accounts Receivable for less than face value,
all without prior notice to Borrower; (vi) use, in connection with any assembly or disposition of the Collateral, any trademark,
trade name, trade style, copyright, patent right or technical process used or utilized by Borrower and (vii) take all action permitted
under any other provision of this Agreement and/or any of the other Documents including, but not limited to, Article 3
of this Agreement. Borrower shall, upon the request of the Lender, forthwith upon receipt, transmit and deliver to the Lender
in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed, where required,
so that such items may be collected by Lender) which may be received by Borrower at any time in full or partial payment of any
Collateral. Borrower shall not commingle any such items which may be so received by Borrower with any other of its funds or property
but shall hold them separate and apart from their own funds or property and in trust for the Lender until delivery is made to
the Lender. The Lender may exercise all of its rights and remedies against Borrower under applicable law, this Agreement and the
other Documents.


 






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Section
8.02. Attorney-In-Fact. Borrower hereby appoints the Lender as the Borrower’s attorney-in-fact, with full authority
in the Borrower’s place and stead and in such Borrower’s name or otherwise, from time to time in Lender’s sole
and arbitrary discretion after the occurrence and continuation of any Event of Default, to, acting jointly, take any action and
to execute any instrument which Lender may deem necessary or advisable to accomplish the purpose of this Agreement.


 


Section
8.03. Remedies Are Severable and Cumulative. All provisions contained herein pertaining to any remedy of the Lender shall
be and are severable and cumulative and in addition to all other rights and remedies available in the Documents, at law and in
equity, and any one or more may be exercised simultaneously or successively. Any notification required pursuant to this ARTICLE
8 or under applicable law shall be reasonably and properly given to Borrower at the address and by any of the methods of giving
such notice as set forth in Section 9.3.


 


Section
8.04. No Waiver. No waiver or failure to exercise at any time any default, remedy or right upon a default shall operate
as a direct and/or indirect waiver of any other default or right or of the same default or right on any subsequent occasion.”


 


		3)	Convertibility
                                         of the Notes. At any time and from time to time while any Note is outstanding, each
                                         Note shall be convertible into shares (“Conversion Shares”) of the
                                         Borrower’s common stock, par value $0.0001 per share (the “Common Stock”),
                                         on the terms and conditions set forth in this Section 3.



 


		a)	Conversion
                                         Right. Subject to the provisions of Section 3(d) below, at any time or times
                                         on or after the issuance date and prior to the Maturity Date, the Holder (as defined
                                         in the Notes) of a Note shall be entitled to convert any portion of the outstanding and
                                         unpaid Conversion Amount (as defined below) into fully paid and nonassessable Conversion
                                         Shares in accordance with this Section 3, at the Conversion Rate (as defined below).
                                         The Borrower shall not issue any fraction of a share of Common Stock upon any conversion.
                                         If the issuance would result in the issuance of a fraction of a share of Common Stock,
                                         the Borrower shall round such fraction of a share of Common Stock to the nearest whole
                                         share. The Borrower shall pay any and all transfer, stamp and similar taxes that may
                                         be payable with respect to the issuance and delivery of Common Stock upon conversion
                                         of any Conversion Amount.



 


		b)	Conversion
                                         Rate. The number of Conversion Shares issuable upon conversion of any Conversion
                                         Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion
                                         Amount by (y) the Conversion Price (the “Conversion Rate”). For the
                                         purposes hereof, the terms:



 


		i)	“Conversion
                                         Amount” means the sum of the then outstanding (A) the aggregate principal amount
                                         to be converted into Conversion Shares, with respect to which this determination is being
                                         made and (B) accrued and unpaid interest with respect to such portion of the aggregate
                                         principal amount being converted; and



 


		ii)	“Conversion
                                         Price” means $3.75, subject to adjustment for stock splits, stock dividends,
                                         and similar equitable adjustments.



 






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		c)	Mechanics
                                         of Conversion.



 


		i.	Optional
                                         Conversion. To convert any Conversion Amount into Conversion Shares on any date (a
                                         “Conversion Date”), the Holder shall (A) transmit by facsimile (or
                                         otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date,
                                         a copy of an executed notice of conversion in the form attached to each Note as Exhibit
                                         I (the “Conversion Notice”) to the Borrower and the Borrower’s
                                         transfer agent and (B) if required by Section 3(c)(iii), surrender such Note to
                                         a common carrier for delivery to the Borrower as soon as practicable on or following
                                         such date (or an indemnification undertaking with respect to the Note in the case of
                                         its loss, theft or destruction). On or before the first (1st) Business Day
                                         following the date of receipt of a Conversion Notice, the Borrower shall transmit by
                                         facsimile a confirmation of receipt of such Conversion Notice to the Holder and the transfer
                                         agent. On or before the third (3rd) Trading Day following the date of receipt
                                         of a Conversion Notice (the “Share Delivery Date”), the Borrower shall
                                         (x) upon a sale of any Conversion Shares under Rule 144 or the date the SEC declares
                                         effective a registration statement covering any Conversion Shares, and provided that
                                         the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program,
                                         credit such 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 (y) if the Transfer Agent is not participating in the DTC Fast
                                         Automated Securities Transfer Progam, issue and deliver to the address as specified in
                                         the Conversion Notice, a certificate, registered in the name of the Holder or its designee,
                                         for the number of shares of Common Stock to which the Holder shall be entitled. If required
                                         by Section 3(c)(iii), within three (3) Business Days following any conversion
                                         of any Note, the Holder shall surrender such Note (or deliver an indemnification undertaking
                                         with respect to such Note in the case of its loss, theft or destruction) to the Borrower.
                                         If the Note is physically surrendered for conversion if required by Section 3(c)(iii)
                                         and the outstanding principal of such Note is greater than the principal portion
                                         of the Conversion Amount being converted, then the Borrower shall as soon as practicable
                                         and in no event later than three (3) Business Days after receipt of such Note and at
                                         its own expense, issue and deliver to the Holder a new identical Note representing the
                                         outstanding principal and interest not converted. The Person or Persons entitled to receive
                                         the shares of Common Stock issuable upon a conversion of such Note shall be treated for
                                         all purposes as the record holder or holders of such shares of Common Stock on the Conversion
                                         Date, irrespective of the date such Conversion Shares are credited to the Holder’s
                                         account with DTC or the date of delivery of the certificates evidencing such Conversion
                                         Shares, as the case may be.



  


		ii.	Borrower’s
                                         Failure to Timely Convert. If the Borrower shall fail to issue a certificate to the
                                         Holder or credit the Holder’s balance account with DTC, as applicable, for the
                                         number of shares of Common Stock to which the Holder is entitled upon conversion of any
                                         Conversion Amount on or prior to the Share Delivery Date (a “Conversion Failure”),
                                         then (A) the Borrower shall pay damages to the Holder for each Trading Day of such Conversion
                                         Failure that occurs after the fifth Trading Day following delivery of a Conversion Notice,
                                         in an amount equal to 3.0% of the product of (1) the sum of the number of shares of Common
                                         Stock not issued to the Holder on or prior to the Share Delivery Date and to which the
                                         Holder is entitled, and (2) the Closing Sale Price of the Common Stock on the Share Delivery
                                         Date and (B) the Holder, upon written notice to the Borrower, may void its Conversion
                                         Notice with respect to, and retain or have returned, as the case may be, any portion
                                         of such Note that has not been converted pursuant to such Conversion Notice; provided,
                                         that the voiding of a Conversion Notice shall not affect the Borrower’s obligations
                                         to make any payments which have accrued prior to the date of such notice pursuant to
                                         such Section 3(c)(ii) or otherwise. In addition to the foregoing, if the Borrower
                                         shall fail on or prior to the Share Delivery Date to issue and deliver a certificate
                                         to the Holder or credit to the Holder’s balance account with DTC, to the extent
                                         provided in Section 3(c)(i) above, the number of shares of Common Stock to which the
                                         Holder is entitled upon the Holder’s conversion of any Conversion Amount or on
                                         any date of the Borrower’s obligation to deliver shares of Common Stock as contemplated
                                         pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases
                                         (in an open market transaction or otherwise) Common Stock to deliver in satisfaction
                                         of a sale by the Holder of Common Stock issuable upon such conversion that the Holder
                                         anticipated receiving from the Borrower (a “Buy-In”), then the Borrower
                                         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 Borrower’s obligation to issue and deliver such certificate,
                                         or to the extent provided in Section 3(c)((i) above, credit the Holder’s
                                         balance account with DTC, for the shares of Common Stock to which the Holder is entitled
                                         upon the Holder’s conversion of the applicable Conversion Amount shall terminate,
                                         or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates
                                         representing such Common Stock, or credit the Holder’s balance account with DTC
                                         to the extent provided in Section 3(c)(i) above, for the number of shares of Common Stock
                                         to which the Holder is entitled upon the Holder’s conversion 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, times
                                         (B) the closing sale price (or equivalent) on the then Trading Market of the Common Stock
                                         on the Conversion Date.



 



    	- 8 -



    	 



    




 


		iii.	Registration;
                                         Book-Entry. The Borrower shall maintain a register (the “Register”)
                                         for the recordation of the name and address of the Holders of each Note and the principal
                                         amount of each Note held by such Holders (the “Registered Notes”).
                                         The entries in the Register shall be conclusive and binding for all purposes absent manifest
                                         error. The Borrower and the Holders of the Notes shall treat each Person whose name is
                                         recorded in the Register as the owner of a Note for all purposes, including, without
                                         limitation, the right to receive payments of Principal and Interest, if any, hereunder,
                                         notwithstanding notice to the contrary. Upon its receipt of a written request to assign
                                         or sell all or part of any Registered Note by a Holder, together with any required documentation
                                         under the Documents including any legal opinions, if applicable, the Borrower shall record
                                         the information contained therein in the Register and issue one or more new Registered
                                         Notes in the same aggregate principal amount as the aggregate principal amount of the
                                         surrendered Registered Note to the designated assignee or transferee. Notwithstanding
                                         anything to the contrary set forth herein, upon conversion of any portion of such Note
                                         in accordance with the terms hereof, the Holder shall not be required to physically surrender
                                         such Note to the Borrower unless (A) the full principal amount represented by any Note
                                         is being converted or (B) the Holder has provided the Borrower with prior written notice
                                         (which notice may be included in a Conversion Notice) requesting reissuance of such Note
                                         upon physical surrender of such Note. The Holder and the Borrower shall maintain records
                                         showing the principal and interest, if any, converted and the dates of such conversions
                                         or shall use such other method, reasonably satisfactory to the Holder and the Borrower,
                                         so as not to require physical surrender of such Note upon conversion.



  






    	- 9 -



    	 



    

 


		iv.	Disputes.
                                         In the event of a dispute as to the number of shares of Common Stock issuable to the
                                         Holder in connection with a conversion of a Note, the Borrower shall issue to the Holder
                                         the number of shares of Common Stock not in dispute and resolve such dispute by any legal
                                         process the parties agree, or if they cannot agree in writing within 3 Business Days,
                                         either party may file an action to resolve the dispute in accordance with the provisions
                                         of Section 9.14 and Section 9.15 of the Loan Agreement.



 


		v.	Legends.
                                         Lender understands and agrees that the certificates and other instruments representing
                                         any of the Securities, until such time as the resale of the Securities has been registered
                                         under the 1933 Act, the stock certificates and/or other instruments representing any
                                         of the Securities, shall bear any legend as required by the “blue sky” laws
                                         of any state and a restrictive legend in substantially the following form (and a stop-transfer
                                         order may be placed against transfer of such stock certificates and/or instrument):



  


[NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [ CONVERTIBLE
] [ EXERCISABLE ] INTO [HAVE BEEN ][ THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ] REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS 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.


  


The
legend set forth above shall be removed and a certificate and/or other instrument representing any Securities without such legend
shall be issued to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the
applicable balance account at DTC, if, unless otherwise required by state securities laws, (i) such Securities are registered
for resale under the 1933 Act, or (ii) in connection with a sale, assignment or other transfer, such holder provides the
Borrower with an opinion of counsel, in a form reasonably acceptable to the Borrower, to the effect that such sale, assignment
or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act. The Borrower
shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance and for providing at its
own cost all required legal opinions to remove such legends (except that if Borrower does not provide any such opinion(s), the
Lender may choose a legal counsel to provide such opinions and Borrower shall pay the reasonable legal fees of such counsel in
connection therewith).


 



    	- 10 -



    	 



    




 


		d)	Limitations
                                         on Conversions. The Borrower shall not effect any conversion of a Note, and the Holder
                                         of a Note shall not have the right to convert any portion of any Note pursuant to the
                                         terms and conditions of a Note, to the extent that after giving effect to such conversion,
                                         the Holder (together with the Holder’s Affiliates) would beneficially own in excess
                                         of 4.99% (the “Maximum Percentage”) of the number of shares of Common
                                         Stock outstanding immediately after giving effect to such conversion. For purposes of
                                         the foregoing sentence, the number of shares of Common Stock beneficially owned by the
                                         Holder and its Affiliates shall include the number of shares of Common Stock issuable
                                         upon conversion of any Note with respect to which the determination of such sentence
                                         is being made, but shall exclude the number of shares of Common Stock which would be
                                         issuable upon (A) conversion of the remaining, nonconverted portion of such Note beneficially
                                         owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised
                                         or nonconverted portion of any other securities of the Borrower (including, without limitation,
                                         any Other Notes or warrants) subject to a limitation on conversion or exercise analogous
                                         to the limitation contained herein beneficially owned by the Holder or any of its Affiliates.
                                         Except as set forth in the preceding sentence, for purposes of this Section 3(d)(i),
                                         beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
                                         Exchange Act of 1934, as amended (the “Exchange Act”). For purposes
                                         of this Section 3(d)(i), in determining the number of outstanding shares of Common
                                         Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected
                                         in (x) the Borrower’s most recent Form 10-K, Form 10-Q, Form 8-K or other public
                                         filing with the SEC, as the case may be, (y) a more recent public announcement by the
                                         Borrower or (z) any other notice by the Borrower or the Transfer Agent setting forth
                                         the number of shares of Common Stock outstanding. For any reason at any time, upon the
                                         written or oral request of the Holder, the Borrower shall within one (1) Business Day
                                         confirm orally and in writing to the Holder the number of shares of Common Stock then
                                         outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
                                         after giving effect to the conversion or exercise of securities of the Borrower, including
                                         any Note, by the Holder or its Affiliates since the date as of which such number of outstanding
                                         shares of Common Stock was reported. By written notice to the Borrower, the Holder may
                                         increase or decrease the Maximum Percentage to any other percentage not in excess of
                                         9.99% specified in such notice; provided that (i) any such increase will not be effective
                                         until the sixty-first (61 st ) day after such notice is delivered to the Borrower, and
                                         (ii) any such increase or decrease will apply only to the Holder and not to any other
                                         holder of Notes. The provisions of this paragraph shall be construed and implemented
                                         in a manner otherwise than in strict conformity with the terms of this Section 3(d)
                                         to correct this paragraph (or any portion hereof) which may be defective or inconsistent
                                         with the intended beneficial ownership limitation herein contained or to make changes
                                         or supplements necessary or desirable to properly give effect to such limitation.



 






    	- 11 -



    	 



    

 


		4)	Rights
                                         Upon Issuance Of Other Securities.



 


		a)	Adjustment
                                         of Conversion Price upon Subdivision or Combination of Common Stock. If the Borrower
                                         at any time on or after the issuance date of any of the Notes subdivides (by any stock
                                         split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding
                                         shares of Common Stock into a greater number of shares, the Conversion Price in effect
                                         immediately prior to such subdivision will be proportionately reduced. If the Borrower
                                         at any time on or after the Subscription Date combines (by combination, reverse stock
                                         split or otherwise) one or more classes of its outstanding shares of Common Stock into
                                         a smaller number of shares, the Conversion Price in effect immediately prior to such
                                         combination will be proportionately increased.



 


		b)	Voluntary
                                         Adjustment By Borrower. The Borrower may at any time while any Note is issued and
                                         outstanding, reduce the then current Conversion Price to any amount and for any period
                                         of time deemed appropriate by the Board of Directors of the Borrower.



 


		5)	Reservation
                                         of Shares. Commencing on May 15, 2015 and continuing for so long as any Note is issued
                                         and outstanding, the Borrower shall take all action necessary to at all times have authorized,
                                         and reserved for the purpose of issuance, the maximum number of (i) Conversion Shares
                                         (without taking into account any limitations on the issuance thereof pursuant to the
                                         terms of the Notes), and (ii) Warrant Shares (without taking into account any limitations
                                         on the exercise of the Warrants set forth in the Warrants) (the “Required Reserved
                                         Amount”). If at any time the number of shares of Common Stock authorized and
                                         reserved for issuance is not sufficient to meet the Required Reserved Amount, the Borrower
                                         will promptly take all corporate action necessary to authorize and reserve a sufficient
                                         number of shares, including, without limitation, calling a special meeting of stockholders
                                         to authorize additional shares to meet the Borrower’s obligations under the Documents,
                                         in the case of an insufficient number of authorized shares, use its reasonable best efforts
                                         to obtain stockholder approval of an increase in such authorized number of shares, to
                                         ensure that the number of authorized shares is sufficient to meet the Required Reserved
                                         Amount. The Borrower shall initially reserve the Required Reserved Amount on its own
                                         books and records as well as those of the transfer agent of the Common Stock (the “Reserve”)
                                         for the issuance of Conversion Shares and Warrant Shares and any other shares of Common
                                         Stock required to be issued by the Borrower to the Lender pursuant to the Documents,
                                         which initial reservation shall be authorized by the unanimous written consent of the
                                         Borrower’s Board of Directors delivered at Closing. The Borrower shall immediately
                                         add shares of Common Stock to the Reserve to ensure that the Required Reserve Amount
                                         (the “Reserve Minimum”) are in the Reserve at all times. The Borrower
                                         shall increase the amount of shares of Common Stock in the Reserve upon receipt of written
                                         notice, which may be in email form, by the Lender (and/or its assigns) in order to ensure
                                         that the Reserve contains the Reserve Minimum. As a condition to Closing, all actions
                                         required by the Borrower in this Section shall be approved by the unanimous written consent
                                         of the Borrower’s Board of Directors which shall be delivered to the Lender at
                                         Closing.



 






    	- 12 -



    	 



    

 


		6)	Additional
                                         Provisions Relating to the $2,000,000 New Note



 


		a)	Optional
                                         Prepayment of the $2,000,000 New Note. Prior to the Loan Maturity Date, the Borrower
                                         may prepay all (but not less than all) of the aggregate principal amount of the $2,000,00
                                         New Note (an “Optional Prepayment”), by paying to the Lender the following
                                         amounts (the “Optional Prepayment Amount”):



  


	Period During
    which Optional Prepayment Amount is Received by Lender	 	Optional
    Prepayment Amount to be Paid to Lender
	May
    15, 2015 until the date 180 Days following May 15, 2015	 	The
    sum of (a) the product of (i) 105%, multiplied by (ii) the aggregate principal amount of the $2,000,000 New Note; (b) all
    accrued but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) all other amounts due to Lender
    under this Amendment No. 1 and the other Documents
	Day
    180 from May 15, 2015 until the date 270 Days from May 15, 2015	 	The
    sum of (a) the product of (i) 103%, multiplied by (ii) the $2,000,000 aggregate principal amount of the $2,000,000 Note; (b)
    all accrued but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) all other amounts due to Lender
    under this Amendment No. 1 and the other Documents


 


An
Optional Prepayment shall be paid upon not less than five (5) Business Days prior irrevocable written notice (the “Optional
Prepayment Notice”), to the Holder from the Borrower detailing the Optional Prepayment Amount to be paid and setting
forth the specific date the Optional Prepayment Amount shall be paid (such date hereinafter to be referred to as the “Optional
Prepayment Date”). The Optional Prepayment Amount shall be paid in full in cash to the Holder by the Borrower by wire
transfer of immediately available funds on the Optional Prepayment Date. Other than as expressly permitted in this Section
6(a) or elsewhere herein, the Borrower may not prepay any portion of the $2,000,000 New Note.


 






    	- 13 -



    	 



    




 


		b)	Payments
                                         on the Loan Maturity Date. The Borrower shall pay to the Lender on the Loan Maturity
                                         Date, the Loan Maturity Date Payment Amount. The “Loan Maturity Date Payment
                                         Amount” shall equal,:



 


	Period
    During which Loan Maturity Date Payment Amount is Received by Lender	 	 

         

        Loan
        Maturity Date Payment Amount to be Paid to the Lender

	May
    15, 2015, until the date 60 Days following May 15, 2015	 	The
    sum of (a) product of (i) 105%, multiplied by (ii) the aggregate principal amount of the $2,000,000 New Note; (b) all accrued
    but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) other amounts due to Lender under this Amendment
    No. 1 and the other Documents
	Day
    61 from May 15, 2015 until the date 90 days following May 15, 2015	 	The
    sum of (a) the product of (i) 103%, multiplied by (ii) the aggregate principal amount of the $2,000,000 New Note; (b) all
    accrued but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) other amounts due to Lender under
    this Amendment No. 1 and the other Documents
	Day
    91 from May 15, 2015 until the date all amounts due to the Lender from the Borrower are received by the Lender	 	The
    sum of (a) the product of (i) 102%, multiplied by (ii) the aggregate principal amount of the $2,000,000 New Note; (b) all
    accrued but unpaid Cash Interest; (c) all accrued but unpaid Additional Interest, and (d) other amounts due to Lender under
    this Amendment No. 1 and the other Documents


 


The
Loan Maturity Date Payment Amount shall be payable by the Borrower to the Lender on the Loan Maturity Date in cash by wire transfer
in immediately available funds pursuant to wire transfer instructions provided by the Borrower to the Lender.


 






    	- 14 -



    	 



    

 


		c)	Purchase
                                         Price and Payment of the Purchase Price for the $2,000,000 Note. The Purchase Price
                                         for the $2,000,000 New Note shall be $1,900,000 in the aggregate, representing an original
                                         issue discount of $100,000. On the Closing Date, the Lender shall pay the Borrower the
                                         $1,900,000 Purchase Price (less (i) the $45,000 (plus all documented and accountable
                                         expenses) of Lender’s Expenses (as defined below) and (ii) the $156,500 Aegis Payment
                                         (as defined below), for the $2,000,000 New Note by wire transfer of immediately available
                                         funds to the Borrower ($156,500) and its legal counsel ($45,000) in accordance with the
                                         Borrower’s and its legal counsel’s written wiring instructions, against delivery
                                         of the duly executed $2,000,000 New Note and the Warrants.



 


		i)	Lender’s
                                         Cost and Expenses. As a condition to Closing, all direct and indirect costs and expenses
                                         of the Lender related to the negotiation, due diligence, preparation, Closing, and all
                                         other items regarding and/or related to the Loan Agreement and the Documents and all
                                         of the transactions contemplated herein and therein, including, but not limited to the
                                         (i) $35,000 legal fee (of which $10,000 previously was paid) payable to the Lender’s
                                         legal counsel together with all documented out-of-pocket expenses of such legal counsel,
                                         including, but not limited to, filing fees, lien search fees and other expenses relating
                                         to securing the Collateral and for blue sky compliance and (ii) $20,000 in legal fees
                                         payable to the Lender’s legal counsel pursuant to Section 9.4(B) of the Loan Agreement
                                         (collectively, the “Lender’s Expenses”), shall be due and payable
                                         from the Borrower to legal counsel to the Lender; and the Lender shall subtract from
                                         the $1,900,000 Purchase Price to be paid to the Borrower for the purchase of the $2,000,000
                                         New Note, all of Lender’s Expenses shall be paid to the Lender’s counsel
                                         on the Closing Date in immediately available funds by wiring such funds to Lender’s
                                         counsel pursuant to wiring instructions provided to the Borrower by Lender’s legal
                                         counsel. Although the Lender’s Expenses are the sole responsibility and obligation
                                         of the Borrower, but are being subtracted by the Lender from the $1,900,000 Purchase
                                         Price, such Lender’s Expenses shall constitute part of the $1,900,000 Purchase
                                         Price and shall not directly and/or indirectly reduce and or result in any set-off the
                                         aggregate principal amount of the Note or result in a set-off and/or reduction of any
                                         other funds owed by the Borrower to the Lender.



 


		ii)	Aegis
                                         Fee. In connection with the sale of the $2,000,000 New Note by the Borrower to the
                                         Lender, the Borrower shall be obligated to pay to Aegis Capital Corp (“Aegis”),
                                         on the Closing Date (i) a non-refundable fee equal to $66,500 (representing 3.5%, of
                                         the $1,900,000 Purchase Price of the $2,000,000 New Note on the Closing Date purchased
                                         by the Lender from the Borrower (the “Aegis Fee”)), and (ii) $90,000
                                         representing the advisory fee owed by the Borrower to Aegis pursuant to an Agreement
                                         between the Borrower and Aegis (the “$90,000 Aegis Advisory Fee,”
                                         and together with the $66,500 Aegis Fee, collectively the “$156,500 Aegis Payment”).
                                         While the payment of the $156,500 Aegis Payment is the sole and exclusive obligation
                                         and responsibility of the Borrower, the Lender shall pay the $156,500 Aegis Payment directly
                                         to Aegis on the Closing Date in cash by wire transfer directly to Aegis in immediately
                                         available funds pursuant to wiring instructions provided to the Lender by Aegis. No portion
                                         of the $156,500 Aegis Payment shall directly or indirectly reduce and/or result in any
                                         set-off of any portion of the aggregate principal amount of the $2,000,00 New Note and/or
                                         reduce and/or result in a set-off of any other amounts due to the Lender by the Borrower.



 






    	- 15 -



    	 



    

 


		7)	Warrants.
                                         On the Closing Date, the Borrower shall issue to Lender the duly executed (i) Additional
                                         Warrant, (ii) 2 Amended and Restated Warrants and (iii) the Restructuring Warrant.



 


		8)	Additional
                                         Events of Default. In addition to the Events of Default set forth in the Loan Agreement,
                                         the following shall also constitute Events of Default under the Loan Agreement:



 


		a)	the
                                         Borrower’s (A) failure to cure a Conversion Failure by delivery of the required
                                         number of shares of Common Stock within five (5) days after the applicable Conversion
                                         Date or (B) notice, written or oral, to the Holder, including by way of public announcement
                                         or through any of its agents, at any time, of its intention not to comply with a request
                                         for conversion of the Note into shares of Common Stock that is tendered in accordance
                                         with the provisions of the Note;



  


		b)	the
                                         Borrower’s failure for any reason to satisfy the current public information requirement
                                         under Rule 144(c), which failure continues for a period of three (3) consecutive Trading
                                         Days or for more than an aggregate of ten (10) Trading Days in any 365-day period;



 


		c)	the
                                         Borrower’s failure to maintain the Required Reserve Amount and/or the Reserve Minimum;



 


		d)	The
                                         Common Stock is no longer DTC Eligible or DTC has issued a “freeze” or “chill”
                                         on the Common Stock; or



 


		e)	The
                                         Common Stock is no longer traded on NASDAQ Capital Market.



 


		9)	Amortization
                                         Payments. On each of September 1, 2015, December 1, 2015, and March 1, 2016 (each
                                         an “Amortization Payment Date”), the Borrower shall pay to the Lender
                                         in immediately available funds by wire transfer pursuant to the wiring instructions provided
                                         by the Lender to the Borrower $1,125,000 (an “Amortization Payment Amount”),
                                         which shall be used by the Lender to repay amounts due under the Notes and other Documents
                                         as follows: (i) First, all amounts due under the Documents excluding principal and accrued
                                         but unpaid interest on the Notes, (ii) Second, to pay accrued but unpaid interest on
                                         the Notes, and (iii) Third, to pay outstanding principal amounts due on the Notes (each
                                         an “Amortization Payment”). Each Amortization Payment shall be made
                                         in cash by wire transfer of immediately available funds pursuant to wiring instructions
                                         provided by the Lender to the Borrower on the applicable Amortization Payment Date and
                                         in the Amortization Payment Amount.



 






    	- 16 -



    	 



    

 


		10)	Additional
                                         Covenants. In addition to the covenants set forth in the Loan Agreement, until all
                                         Liabilities are paid in full and no Notes are outstanding (except for the covenant set
                                         forth in Section 10(e) below, which shall remain in effect for the duration set forth
                                         therein), the Borrower covenants and agrees with the Lender that:



 


		a)	No
                                         Prepayment of Subordinated Debt and Pari Passu Indebtedness. The Borrower shall not
                                         directly and/or indirectly prepay any Borrower Liabilities in respect of any Subordinated
                                         Debt and/or pari passu Indebtedness. For purposes hereof, “Borrower Liabilities”
                                         shall mean all direct and/or indirect liabilities, Indebtedness and obligations of any
                                         kind of Borrower to any Person (other than to the Lender), howsoever created, arising
                                         or evidenced, whether now existing or hereafter arising, whether direct or indirect (including
                                         those acquired by assignment), absolute or contingent, due or to become due, primary
                                         or secondary, joint or several, whether existing or arising through discount, overdraft,
                                         purchase, direct loan, participation, operation of law, or otherwise, all liabilities,
                                         indebtedness and obligations of Borrower to any Person (other than to the Lender) pursuant
                                         to any letter of credit, any standby letter of credit, or any other document.



 


		b)	Reporting
                                         of Accounts Receivable. Borrower agrees to furnish to Lender, at least weekly, schedules
                                         describing Accounts Receivable created or acquired by Borrower (including confirmatory
                                         written assignments thereof), including copies of all invoices to account debtors and
                                         other obligors (all herein referred to as “Customers’). Borrower shall
                                         advise Lender promptly of any goods which are returned by Customers or otherwise recovered
                                         involving an amount in excess of $5,000.00. Borrower shall also advise Lender promptly
                                         of all disputes and claims by Customers involving an amount in excess of $5,000.00 and
                                         settle all such disputes and claims at no cost to the Lender.



 


		c)	No
                                         Use of Cash Flows Related to Acquisitions. The Borrower shall not directly and/or
                                         indirectly effectuate any merger, acquisition and/or other transaction pursuant to which
                                         the Borrower acquires any assets, stock and/or other items of value, or any combination
                                         of the above in one or a series of related or unrelated transactions (each, an “Acquisition”)
                                         if the Borrower uses directly and/or indirectly its cash and/or cash equivalents resulting
                                         from the Borrower’s operations, whether to effectuate any Acquisition, provide
                                         collateral in connection with any such Acquisition, to pay any dividends, debt and/or
                                         accrued but unpaid interest relating to such Acquisition or any other payment related
                                         directly and/or indirectly to any Acquisition.



 


		d)	Ratio.
                                         As of any determination date, the sum of (i) the Borrower’s Accounts Receivable,
                                         (which for the purposes of this Section 10(d), to constitute a Borrower’s
                                         Accounts an Account Receivable cannot be older than ninety (90) days), (excluding those
                                         Account Receivables that are directly the result of and are resulting from the historic
                                         business of VaultLogix), plus (ii) the Borrower’s cash and cash equivalents shall
                                         be greater than one hundred twenty five (125%) percent of the outstanding aggregate principal
                                         amount of the Notes.



 


		e)	Reporting
                                         Status. Until the date on which the Holder shall have sold all of the Conversion
                                         Shares and Warrant Shares and none of the Notes or Warrants are outstanding
                                         (the “Reporting Period”), the Borrower shall timely file all reports
                                         required to be filed by the Borrower with the SEC pursuant to the 1934 Act within the
                                         time periods required by the SEC, and the Borrower shall not terminate its status as
                                         an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and
                                         regulations thereunder would no longer require or otherwise permit termination.



 






    	- 17 -



    	 



    

  


	 	f)	Restrictions on Certain
Financings.From the date hereof until such time as there is less than $3,000,000 aggregate principal amount of Notes outstanding
(the “Partial Termination Date”), the Borrower shall not directly and/or indirectly effect or enter into an
agreement to effect (i) (a) the sale of any of its securities and/or borrow money resulting in gross proceeds in excess of $1,000,000
whether in one transaction and/or a series of related and/or unrelated transactions (each, a “Prohibited Financing”);
provided, however, that notwithstanding anything to the contrary provided herein or elsewhere, following the Partial Termination
Date, the Borrower’s direct and/or indirect borrowing and/or becoming liable whether by guaranty or otherwise for any Indebtedness
shall continue to be a Prohibited Financing, and remain subject to the prohibitions thereof set forth in this Section 10(f);
and (b) in no event may the Borrower effectuate in any 12-month period the sale of any of its securities and/or borrow money resulting
in gross proceeds of more than $2,000,000 in transactions that do not constitute a Prohibited Financing, and (ii) any issuance
of any of its securities involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Borrower (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable
for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange
rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock
at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price
that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Borrower or the market for the Common
Stock other than in connection with a stock split or similar event, or (ii) enters into any agreement, including, but not limited
to, an equity line of credit, whereby the Borrower may sell securities at a future determined price.



  


		11)	Additional
                                         Representations and Warranties. In addition to the representations and warranties
                                         of the Borrower to the Lender set forth in the Loan Agreement, the Borrower hereby represents
                                         and warranties to the Lender as of the Closing Date as follows:



 


		a)	Authorization:
                                         No Conflict. The execution, delivery and performance of the Documents and the transactions
                                         contemplated thereby by the Borrower, including, but not limited to, the sale and issuance
                                         of the Notes and the Warrants, Required Reserve Amount and/or the Reserve Minimum, and
                                         the issuance the Conversion Shares upon conversion of the Notes and the Warrant Shares
                                         upon exercise of the Warrant (i) are within Borrower’s corporate powers, (ii) have
                                         been duly authorized by all necessary action by or on behalf of Borrower (and/or its
                                         shareholders to the extent required by law), (iii) the Borrower has received all
                                         necessary and/or required governmental, regulatory and other approvals and consents (if
                                         any shall be required), (iv) do not and shall not contravene or conflict with any provision
                                         of, or require any consents under (1) any law, rule, regulation or ordinance, (2) Borrower’s
                                         organizational documents; and/or (3) any agreement binding upon Borrower or any of Borrower’s
                                         properties except as would not reasonably be expected to have a Material Adverse Effect,
                                         and (v) do not and will not result in, or require, the creation or imposition of any
                                         Lien and/or encumbrance on any of Borrower’s properties or revenues pursuant to
                                         any law, rule, regulation or ordinance or otherwise.



 






    	- 18 -



    	 



    

 


		b)	Valid
                                         Issuance of the Notes, Conversion Shares, Warrants and the Warrant Shares; Reservation
                                         of Shares. Each of the Notes and Warrants has been duly authorized and, when issued
                                         and paid for (if not previously paid for), in accordance with this Amendment No. 1 and/or
                                         the other Documents, will be duly and validly issued, fully paid and nonassessable, free
                                         and clear of all Liens and all restrictions on transfer other than those expressly imposed
                                         by the federal securities laws and vest in the Lender full and sole title and power to
                                         the Notes and the Warrants, free and clear of all Liens, and restrictions on transfer
                                         other than those imposed by the federal securities laws. All Conversion Shares when issued
                                         pursuant to conversion of the Notes and all Warrant Shares when issued pursuant to any
                                         exercise of the Warrants, will be duly and validly issued, fully paid and non-assessable,
                                         will be free and clear of all Liens and all restrictions on transfer other than those
                                         expressly imposed by the federal securities laws and vest in the Holder full and sole
                                         title and power to such securities. The Borrower has reserved from its duly authorized
                                         capital stock the Reserve Minimum and the Required Reserve Amount without taking into
                                         account any limitations on the issuance of Conversion Shares and Warrant Shares thereof
                                         pursuant to the terms of the Notes, the Warrants, and/or the other Documents. The Warrants,
                                         the Notes, the Warrant Shares and all Conversion Shares shall sometimes be collectively
                                         referred to as the “Securities.”



 


		c)	Dilutive
                                         Effect. The Borrower understands and acknowledges that the number of Conversion Shares
                                         issuable pursuant to terms of the Notes and the number of Warrant Shares issuable upon
                                         exercise of the Warrants may increase in certain circumstances. The Borrower further
                                         acknowledges that its obligation to issue Conversion Shares pursuant to the terms of
                                         the Notes and the Warrant Shares upon exercise of the Warrants is, in each case, absolute
                                         and unconditional regardless of the dilutive effect that such issuance may have on the
                                         ownership interests of other stockholders of the Borrower.



 


		12)	Conditions
                                         to Closing.



 


		a)	Delivery
                                         of Documents. Notwithstanding anything provided in the Loan Agreement, the Lender
                                         shall have received from the Borrower each of the following, in form and substance reasonably
                                         satisfactory to the Lender and its counsel, and where applicable, duly executed and recorded:



 


		i)	Certificates
                                         of the Chief Executive Officer and Secretary of Borrower and certifying as to (a) copies
                                         of the Certificate of Incorporation and by-laws of the Borrower, as restated or amended
                                         as of the date of this Amendment No. 1; (b) all actions taken and consents made by the
                                         Borrower and its Board of Directors and shareholders, as applicable to authorize the
                                         transactions provided for or contemplated under this Amendment No. 1 and the other Documents
                                         and the execution, delivery and performance of the Documents; and (c) the names of the
                                         directors and officers of the Borrower authorized to sign the Documents, together with
                                         a sample of the true signature of each such Person;



 


		ii)	this
                                         Amendment No. 1;



 


		iii)	the
                                         $2,000,000 New Note;



 


		iv)	the
                                         2 Amended and Restated Notes;



 






    	- 19 -



    	 



    

 


		v)	the
                                         Additional Warrant;



 


		vi)	the
                                         Restructuring Warrant;



 


		vii)	the
                                         2 Amended and Restated Warrants;



 


		viii)	certificates
                                         of good standing for Borrower in the jurisdiction of Borrower’s incorporation or
                                         formation, in the principal places in which Borrower conducts business and in places
                                         in which Borrower owns real estate;



 


		ix)	the
                                         fully executed TA Letter; and



 


		x)	Such
                                         other documents, certificates, opinions, instruments and/or other items reasonable requested
                                         by the Lender and/or its legal counsel.



 


		13)	Severability.
                                         Any provision of this Amendment No. 1 held to be invalid, illegal or unenforceable in
                                         any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
                                         invalidity, illegality or unenforceability without affecting the validity, legality and
                                         enforceability of the remaining provisions hereof; and the invalidity of a particular
                                         provision in a particular jurisdiction shall not invalidate such provision in any other
                                         jurisdiction.



 


		14)	Conflicts.
                                         In the event of any conflict between this Amendment No. 1 on the one hand and the Loan
                                         Agreement and/or any other Document on the other hand, this Amendment No. 1 shall control.



 


		15)	Covenants,
                                         Terms and Conditions. Amendment No. 1 shall be governed by the covenants, terms and
                                         conditions set forth in the Loan Agreement, as applicable.



 


		16)	Certain
                                         Other Representations and Warranties. Borrower represents and warrants to Lender
                                         that:



 


		a)	All
                                         warranties and representations made to Lenders in the Loan Agreement and other Documents
                                         are true and correct as to the date hereof (other than those representations and warranties
                                         which by their express terms are limited solely to an earlier date).



 


		b)	The
                                         execution and delivery by Borrower of this Amendment No. 1 and the performance by Borrower
                                         of the transactions herein contemplated (i) are and will be within Borrower’s powers,
                                         (ii) have been duly authorized by all necessary organizational action, and (iii) are
                                         not and will not be in contravention of any order of any court or other agency of government,
                                         of law or any other indenture, agreement or undertaking to which Borrower is a party
                                         or by which the property of Borrower is bound, or be in conflict with, result in a breach
                                         of, or constitute (with due notice and/or lapse of time) a default under any such indenture,
                                         agreement or undertaking or result in the imposition of any Lien, charge or encumbrance
                                         of any nature on any of the properties of Borrower.



 


		c)	This
                                         Amendment No. 1 and any assignment, instrument, document, or agreement executed and delivered
                                         in connection herewith, is valid, binding and enforceable in accordance with its respective
                                         terms.



 


		d)	No
                                         Event of Default has occurred under the Loan Agreement or any of the other Documents.



 






    	- 20 -



    	 



    

 


		17)	Ratification.
                                         This Amendment No. 1 is expressly incorporated by reference into and deemed a part of
                                         the Loan Agreement and the other Documents. Except as expressly modified herein, in the
                                         Notes and/or the Warrants, all terms, covenants and conditions of the Loan Agreement
                                         and the other Documents are and shall remain in full force and effect.



 


		18)	Reference
                                         to and Effect on Documents.



 


		a)	Upon
                                         the effectiveness of this Amendment No. 1, on and after the Effective Date, each reference
                                         to the Loan Agreement or the other Documents shall mean and be a reference to the Loan
                                         Agreement and/or the other Documents, respectively, as amended hereby.



 


		b)	The
                                         execution, delivery and effectiveness of this Amendment No. 1 shall not, directly or
                                         indirectly, operate as a waiver and/or limitation of any right, power and/or remedy of
                                         the Lender nor constitute, directly or indirectly, a waiver and/or limitation of any
                                         provision of the Loan Agreement and/or any of the other Documents, or any other documents,
                                         instruments and agreements executed and/or delivered in connection therewith.



 


		19)	Continuing
                                         Effect. Except as otherwise expressly provided herein, the Loan Agreement and other
                                         Documents, as amended hereby, shall continue to be in full force and effect and are hereby
                                         ratified and confirmed in all respects. To the extent that the Loan Agreement and/or
                                         other Document purports to pledge to the Lenders, or to grant to the Lenders, a security
                                         interest or lien, such pledge or grant is hereby ratified and confirmed in all respects.



 


		20)	Authority.
                                         Each of the undersigned expressly warrants that (i) he, she or it has the authority to
                                         execute this Amendment No. 1 on behalf of the party or parties to be bound by his, her
                                         or its signature, (ii) the execution, delivery and performance of this Amendment No.
                                         1 has been duly authorized by all necessary action and (iii) this Amendment No. 1 is
                                         a legal, valid and binding obligation enforceable in accordance with its terms.



 


		21)	Entire
                                         Agreement. This Amendment No. 1 constitutes the whole and entire agreement between
                                         the Parties with respect to the subject matter expressly contemplated hereby and all
                                         prior or contemporaneous agreements, understandings, representations and statements,
                                         oral or written related to the subject matter expressly contemplated in this Amendment
                                         No. 1 are merged herein.



 


		22)	Construction.
                                         The Parties have participated jointly in the negotiation and drafting of this Amendment
                                         No. 1. In the event an ambiguity or question of intent or interpretation arises, no presumption
                                         or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
                                         of any provisions hereof.



 


		23)	Counterparts.
                                         This Amendment No. 1 may be executed in any number of counterparts and by different parties
                                         hereto in separate counterparts, each of which shall be deemed to be an original, but
                                         all of which taken together shall constitute one and the same agreement. Delivery of
                                         an executed counterpart of this Amendment No. 1 by facsimile or electronic mail shall
                                         be equally as effective as delivery of an original executed counterpart of this Amendment
                                         No. 1.



 






    	- 21 -



    	 



    

 


		24)	Headings.
                                         Section headings herein are included for convenience of reference only and do not constitute
                                         a part of this Amendment No. 1 for any other purpose.



 


		25)	Governing
                                         Law. This Amendment No. 1 and the terms and conditions set forth herein, shall be
                                         governed by and construed solely and exclusively in accordance with the internal laws
                                         of the State of New York without regard to the conflicts of laws principles thereof.
                                         The parties hereto hereby expressly and irrevocably agree that any suit or proceeding
                                         arising directly and/or indirectly pursuant to or under this Amendment No. 1 shall be
                                         brought solely in a federal or state court located in the City, County and State of New
                                         York. By its execution hereof, the parties hereto covenant and irrevocably submit to
                                         the in personam jurisdiction of the federal and state courts located in the City, County
                                         and State of New York and agree that any process in any such action may be served upon
                                         any of them personally, or by certified mail or registered mail upon them or their agent,
                                         return receipt requested, with the same full force and effect as if personally served
                                         upon them in New York, New York. The parties hereto expressly and irrevocably waive any
                                         claim that any such jurisdiction is not a convenient forum for any such suit or proceeding
                                         and any defense or lack of in personam jurisdiction with respect thereto. In the event
                                         of any such action or proceeding, the party prevailing therein shall be entitled to payment
                                         from the other parties hereto of all of its reasonable counsel fees and disbursements.



  


[Remainder
of page intentionally left blank – Signature page follows]


  




    	- 22 -



    	 



    


 


IN
WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed and delivered as of the Effective Date.


 


	BORROWER:	INTERCLOUD
    SYSTEMS, INC.
	 	 	 
	 	By:	/s/
    Daniel Sullivan
	 	Name:	 Daniel
    Sullivan
	 	Title:	Chief
    Accounting Officer
	 	
	LENDER:	GPB
    LIFE SCIENCE HOLDINGS LLC
	 	 	 
	 	By:	/s/
    David Gentile
	 	Name:	 David
    Gentile
	 	Title:	Manager


 


[Signature Page to Amendment No. 1 to Bridge
Financing Agreement]


 








    	 



    	 



    










 


EXHIBIT
A


  


Form
of $2,000,000 New Note


  




    	 



    	 



    

 


EXHIBIT
B


  


Forms
of the 2 Amended and Restated Notes


  




    	 



    	 



    

 


EXHIBIT
C


  


Form
of Additional Warrant


  




    	 



    	 



    

 


EXHIBIT
D


 


Forms
of the 2 Amended and Restated Warrants


  




    	 



    	 



    

 


EXHIBIT
E


 


Form
of Restructuring Warrant


 




    	 



    	 



    

 


EXHIBIT
E


  


PERFECTION
CERTIFICATE


  


The
undersigned, the Chief Executive Officer of InterCloud Systems, Inc., a Delaware corporation (the "Borrower"),
hereby certifies, with reference to the Bridge Financing Agreement, dated as of May 15, 2015 (terms defined in such Bridge Financing
Agreement having the same meanings herein as specified therein), between the Borrower and the Lender named therein (the "Secured
Party"), to the Secured Party as follows:


  


1.            Name.
The exact legal name of the Borrower as that name appears on its Certificate of Incorporation is as follows:


  


Intercloud
Systems, Inc.


  


2.            Other
Identifying Factors.


 


(a)         The following is the mailing address of the Borrower:


 


	Address	 	County	 	 
	1030
    Broad St. Suite 102	 	Monmouth	 	 
	Shrewsbury,
    NJ 07702	 	 	 	 


  


(b)         If
different from its mailing address, the Borrower’s place of business or, if more than one, its chief executive office is
located at the following address:


  


	Address	 	County	 	State




 


 


(c)         The
following is the type of organization of the Borrower: Corporation


 


(d)         The
following is the jurisdiction of the Borrower’s organization: Delaware


 


(e)         The
following is the Borrower's state issued organizational identification number: 3131825


 


(f)         The
following is the Borrower's taxpayer identification number: 65-0963722


 


(g)         Except
as set forth herein, (i) the Borrower has not changed its identity or organizational structure in any way within the past five
years, and (ii) no person has merged or consolidated with or into any the Borrower and no person has liquidated into or transferred
all or substantially all of its assets to any borrower under the Note in any way within the past year.


 


In
January 2013, the Borrower changed its name from Genesis Group Holdings, Inc.


 



    	 



    	 



    




 


3.            Other
Names, Etc.


  


The
following is a list of all other names (including trade names or similar appellations) used by the Borrower, or any other business
or organization to which the Borrower became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction
of organization or otherwise, now or at any time during the past five years:


  


ADEX


ADEXCOMM


Integration
Partners Corporation – NY


IPC
- NY


TNS


TelNet
Solutions


Rives-Montiero
Engineering


Rives-Montiero
Leasing


Tropical
Communications, Inc


ADEX
Puerto Rico


AW
Solutions


AW
Solutions Puerto Rico


RentVM


Vaultlogix


Data
Protection Services


US
Data Trust Corporation


HighWire
Communications


AXIM
Cloud


Logical
Link


 






    	 



    	 



    

 


4.            Other
Current Locations.


  


(a)         The
following are all other locations in the United States of America in which the Borrower maintain any books or records relating
to any of the Collateral consisting of accounts, instruments, chattel paper, general intangibles or mobile goods:


 


	Address	 	County	 	State
	Tropical
    Communications	 	6937
        NW 82nd St

        Miami,
FL 33166
	 	Leased
	Rives
    Monteiro Eng.	 	2736
        Southside Drive

        Tuscaloosa,
AL 35401
	 	Leased
	TNS	 	1225
        Rand Road

        Des
Plaines, ILL 60016
	 	Leased
	ADEX
    Corp H.O.	 	1035
        Windward Ridge Pkwy, Suite 500

        Alpharetta,
GA 30005
	 	Leased
	ADEX
    Corp.	 	13089
        Telecom Parkway N.

        Temple
Terrace, FL 33637
	 	Leased
	AW
    Solutions H.O.	 	300
        Crown Oak Center Drive

        Longwood,
FL 32750
	 	Leased


 


(b)         The
following are all other places of business of the Borrower in the United States of America:


 


	Address	 	County	 	State
	InterCloud
    Systems	 	930
    N Federal Hwy, Boca Raton Fl 33432	 	Leased
	IPC-NY	 	1719
    Route 10 East, Suite 126 Parsippany NJ 07054	 	Leased
	Tropical
    Communications	 	6937
        NW 82nd St

        Miami,
FL 33166
	 	Leased
	Rives
    Monteiro Eng.	 	2736
        Southside Drive

        Tuscaloosa,
AL 35401
	 	Leased
	TNS	 	1225
        Rand Road

        Des
Plaines, ILL 60016
	 	Leased
	ADEX
    Corp H.O.	 	1035
        Windward Ridge Pkwy, Suite 500

        Alpharetta,
GA 30005
	 	Leased
	Intercloud
    Systems, Inc	 	14643
        Dallas Parkway, Suite 340

        Dallas,
TX 75254
	 	Leased
	ADEX
    Corp.	 	280
        Shuman Blvd.

        Naperville,
Illinois 60563
	 	Leased
	ADEX
    Corp	 	1317
        W. Foothill Blvd.,

        Suite
# 212

        Upland,
California 91786
	 	Leased
	ADEX
    Corp	 	10625
        N. County Road, Suite100A

        Frisco,
TX 75034
	 	Leased
	AW
    Solutions H.O.	 	300
        Crown Oak Center Drive

        Longwood,
FL 32750
	 	Leased
	AW
    Solutions	 	323
        29th Ave. North

        Nashville,
TN 37203-1406
	 	Leased


 



    	 



    	 



    




 


(c)         The
following are all other locations in the United States of America where any of the Collateral consisting of equipment is located:


 


	Address	 	County	 	State
	InterCloud
    Systems	 	930
    N Federal Hwy, Boca Raton FL 33432	 	Leased
	IPC-NY	 	1719
    Route 10 East, Suite 126 Parsippany NJ 07054	 	Leased
	Tropical
    Communications	 	6937
        NW 82nd St

        Miami,
FL 33166
	 	Leased
	Rives
    Monteiro Eng.	 	2736
        Southside Drive

        Tuscaloosa,
AL 35401
	 	Leased
	TNS	 	1225
        Rand Road

        Des
Plaines, ILL 60016
	 	Leased
	ADEX
    Corp H.O.	 	1035
        Windward Ridge Pkwy, Suite 500

        Alpharetta,
GA 30005
	 	Leased
	Intercloud
    Systems	 	14643
        Dallas Parkway, Suite 340

        Dallas,
TX 75254
	 	Leased
	ADEX
    Corp.	 	280
        Shuman Blvd.

        Naperville,
Illinois 60563
	 	Leased
	ADEX
    Corp	 	1317
        W. Foothill Blvd.,

        Suite
# 212

        Upland,
California 91786
	 	Leased
	ADEX
    Corp	 	10625
        N. County Road, Suite100A

        Frisco,
TX 75034
	 	Leased
	AW
    Solutions H.O.	 	300
        Crown Oak Center Drive

        Longwood,
FL 32750
	 	Leased
	AW
    Solutions	 	323
        29th Ave. North

        Nashville,
TN 37203-1406
	 	Leased


 


d)The
following are the names and addresses of all persons or entities other than the Borrower, such as lessees, consignees, warehousemen
or purchasers of chattel paper, which have possession or are intended to have possession of any of the Collateral consisting of
instruments, chattel paper, inventory or equipment:


  


	Address	 	Mailing
Address	 	County	 	State



 


N/A


 



    	 



    	 



    

 


IN
WITNESS WHEREOF, I have hereunto signed this Perfection Certificate on May 15, 2015.


 


	 	 	 
	 	Name:	Daniel
    Sullivan
	 	Title:	Chief
    Accounting Officer