Exhibit 10.10


 


NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 


intercloud
systems, inc.


 


AMENDED AND
RESTATED WARRANT NO. 2


 


	Warrant No.: GPB-2	Original Issue Date:
    December 24, 2014


 


InterCloud Systems, Inc., a Delaware
corporation (collectively with all of its Subsidiaries, the “Company”), hereby certifies that, for value received,
GPB Life Science Holdings, LLC or its registered assigns (the “Holder”), is entitled to purchase from the Company
up to a total of ONE HUNDRED AND FIFTY THOUSAND (150,000) shares of Common Stock (each such share, a “Warrant Share”
and all such shares, the “Warrant Shares”), at any time and from time to time from and after the date one
hundred and eighty (180) days from the Original Issue Date (the “Start Date”), and through and including December
24, 2018 (the “Expiration Date”), and subject to the following terms and conditions:




 


1.     Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1, and capitalized
terms not otherwise defined in this Warrant shall have the meaning set forth in the Bridge Financing Agreement dated the Original
Issue Date by and between the Company and the Holder (the “Bridge Agreement”).


 






    	1



    	 



    

 


“Black Scholes
Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental
Transaction (as defined below) for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and
the Expiration Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT
function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction,
(C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if
any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option
time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Expiration
Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other
Transaction Documents in accordance with the provisions of this Section 9(b) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this
Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.


 


“Business Day”
means any day except Saturday, Sunday and any day that is a federal legal holiday in the United States or a day on which banking
institutions in the State of New York are authorized or required by law or other government action to close.


 


“Common Stock”
means the common stock of the Company, par value $0.0001 per share, and any securities into which such common stock may hereafter
be reclassified.


 


“Exercise Price”
means $3.75 per share, subject to adjustment in accordance with Section 9.


 






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“Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or
into another person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (3) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property.


 


“Original Issue
Date” means the Original Issue Date first set forth on the first page of this Warrant.


 


“New York Courts”
means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“Trading Day”
means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the
Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded
in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading
Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event
that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business
Day.


 


“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the OTC Bulletin Board, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock
Exchange, NYSE Arca, the NYSE MKT, or the OTCQX Marketplace or the OTCQB Marketplace operated by OTC Markets Group Inc. (or any
successor to any of the foregoing).


 


2.     Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


3.     Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.


 






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4.     Exercise and
Duration of Warrants. This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after
the Start Date through and including the Expiration Date. At 5:00 p.m., New York City time on the Expiration Date, the portion
of this Warrant not exercised prior thereto shall be and become void and of no value; provided, however, that notwithstanding
anything to the contrary provided herein or elsewhere in the event that, upon the Expiration Date, the per share price on the
Trading Market of one share of Common Stock on the Trading Day immediately prior to the Expiration Date is greater than the Exercise
Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant
to a Cashless Exercise as to all Warrant Shares (or such other securities) for which this Warrant shall not previously have been
exercised or converted, and the Company shall promptly deliver a certificate representing the Warrant Shares (or such other securities)
issued upon such exercise to the Holder.


 


5.     Mechanics of
Exercise Delivery of Warrant Shares.


 


(a)    To effect exercises
hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented
by this Warrant is being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the Company (with the
attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied
by the number of Warrant Shares that the Holder intends to purchase hereunder (or if exercised under the Cashless Exercise feature
provided for herein), the Company shall promptly (but in no event later than four Trading Days after the Date of Exercise (as
defined herein) (the “Warrant Share Delivery Date”)) issue and deliver to the Holder, a certificate for the
Warrant Shares issuable upon such exercise. The Company shall, upon request of the Holder and subsequent to the date on which
either a registration statement covering the resale of the Warrant Shares has been declared effective by the Securities and Exchange
Commission or a sale of Warrant Shares pursuant to Rule 144 has been made, use its reasonable best efforts to deliver such Warrant
Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing
similar functions, if available, provided, that, the Company may, but will not be required to change its transfer agent
if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A “Date
of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the
Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if such Holder is not utilizing the cashless
exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by
the Holder to be purchased. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated
to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant
has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required
to be paid by the Holder, if any.


 


(b)     If by the third (3rd)
Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required
pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 






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(c)     If by the third (3rd)
Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required
pursuant to Section 5(a), and if after such third (3rd) Trading Day and prior to the receipt of such Warrant Shares,
the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number
of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing
bid price of the Common Stock on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the
Buy-In.


 


(d)     The Company's obligations
to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action
or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder's
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant
Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.     Charges, Taxes
and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder
for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance
of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7.     Replacement of
Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 






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8.     Reservation of
Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of
this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking
into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. Except and to the extent as waived or consented to by the Holder, the Company
shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights
of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will
(i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to
such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


9.     Certain Adjustments.
The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.


 


(a)     Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares
of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination.


 






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(b)    Fundamental Transactions.
If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the
Company's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1)
issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing
the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase
the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on
the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this
Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring
that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.


 


(c)     Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant Shares
that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise
Price in effect immediately prior to such adjustment.


 


(d)    Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(e)    Notice of Adjustments.
Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment
in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of
the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant
(as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment
is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company's
Transfer Agent.


 






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(f)     Notice of Corporate
Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect
of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction
(but only to the extent such disclosure would not result in the dissemination of material, non-public information to the Holder)
at least 10 calendar days prior to the applicable record or effective date on which a person would need to hold Common Stock in
order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in
order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate
in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein
shall not affect the validity of the corporate action required to be described in such notice.


 


10.   Payment of Exercise
Price. The Holder may pay the Exercise Price in one of the following manners:


 


(a)     Cash Exercise.
The Holder may deliver immediately available funds; or


 


(b)    Cashless Exercise.
If an Exercise Notice is delivered at a time when a registration statement permitting the Holder to resell the Warrant Shares
is not then effective or the prospectus forming a part thereof is not then available to the Holder for the resale of the Warrant
Shares, then the Holder may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which event
the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares to
be issued to the Holder.


 


Y = the number of Warrant Shares with
respect to which this Warrant is being exercised.


 


A = the average of the closing prices
for the five Trading Days immediately prior to (but not including) the Exercise Date.


 


B = the Exercise Price.


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued.


 






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11.   Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired
by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such
Holder and its Affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder's
for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant (the “Beneficial
Ownership Limitation”). The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section 11, provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 11 shall continue to apply.
Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 11 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. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. For such purposes,
beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially
own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental
Transaction as contemplated in Section 9(b) of this Warrant. This restriction may not be waived, and notwithstanding anything
to the contrary in any Transaction Document, may not be amended by agreement of the parties.


 


12.   No Fractional
Shares. No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.


 


13.   Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section prior to 5:30 p.m. (New York City time) on a Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on
any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall
be: (i) if to the Company, to InterCloud Systems, Inc., 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702, Attn: Chief Financial
Officer, or to Facsimile No.: (561) 988-2307 (or such other address as the Company shall indicate in writing in accordance with
this Section), or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register, the Bridge Agreement
or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section.


 






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14.   Warrant Agent.
The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company may appoint
a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company
or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its
succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last address as
shown on the Warrant Register.


 


15.   Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


16.   Miscellaneous.


 


(a)    This Warrant shall
be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any person other than the Company and the Holder any legal or
equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company
and the Holder and their successors and assigns.


 


(b)    All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions
herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective Affiliates, employees
or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim
that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an
improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the
transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then
the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such Proceeding.


 






    	10



    	 



    

 


(c)     The headings herein
are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions
hereof.


 


(d)     In case any one or
more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and
upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)     Prior to exercise
of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder with respect
to the Warrant Shares.


 


(f)     This Amended and
Restated Warrant No. 2 replaces the Warrant with an Original Issue Date: December 24, 2014, which is deemed cancelled and terminated
in its entirety.




 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


  



    	11



    	 



    

 


IN WITNESS WHEREOF, the
Company has caused this Amended and Restated Warrant No. 2 to be duly executed by its authorized officer as of the date first
indicated above.




 


	 	INTERCLOUD SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Daniel Sullivan
	 	Name:	Daniel Sullivan

        

	 	Title:	Chief Accounting Officer



 






    	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE

INTERCLOUD SYSTEMS, INC.

AMENDED AND RESTATED WARRANT NO. 2 DATED December 24, 2014




 





The undersigned Holder hereby irrevocably elects
to purchase _____________ shares of Common Stock pursuant to the above referenced Amended and Restated Warrant No. 2. Capitalized
terms used herein and not otherwise defined have the respective meanings set forth in the Amended and Restated Warrant No. 2.







 


(1)     The undersigned Holder
hereby exercises its right to purchase _________________ Warrant Shares pursuant to the Amended and Restated Warrant No. 2.


 


(2)     The Holder intends
that payment of the Exercise Price shall be made as (check one):


 


____    “Cash Exercise” under
Section 10       


 


____    “Cashless Exercise”
under Section 10


 


(3)     If the holder has
elected a Cash Exercise, the holder shall pay the sum of $____________ to the Company in accordance with the terms of the Amended
and Restated Warrant No. 2.


 


(4)     Pursuant to this Exercise
Notice, the Company shall deliver to the holder _______________ Warrant Shares in accordance with the terms of the Amended and
Restated Warrant No. 2.


 


(5)     By its delivery of this Exercise Notice,
the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not
beneficially own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934) permitted to be owned under Section 11 of this Amended and Restated Warrant No. 2 to which this notice relates.




 


	Dated: 
                       , ____	 	Name of Holder:
	 	 	 	 
	 	 	(Print)	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)


 






    	 



    	 



    

 


Warrant Shares Exercise Log (attachment
to Exercise Notice of InterCloud Systems, Inc.

Amended and Restated Warrant No. 2 dated December 24, 2014)




 


	Date	Number
    of Warrant Shares

 Available to be Exercised	Number
    of Warrant 

Shares Exercised	Number
    of Warrant Shares

 Remaining to be Exercised
	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 	 


 






    	 



    	 



    

 


EXHIBIT B


 


ACKNOWLEDgMENT


 


The
Borrower hereby acknowledges this Exercise Notice and hereby directs Corporate Stock Transfer, Inc. to issue the above indicated
number of shares of Common Stock in accordance with the Transfer Agent Instructions dated December 24, 2014, from the Company
and acknowledged and agreed to by Corporate Stock Transfer, Inc.




 






    	 



    	 



    

 





INTERCLOUD SYSTEMS,
INC. 

AMENDED AND RESTATED WARRANT NO. 2

ORIGINALLY ISSUED December 24, 2014

WARRANT NO.: GPB-2


 


FORM
OF ASSIGNMENT


 


[To be completed and signed
only upon transfer of Warrant]


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned
Warrant to purchase ____________ shares of Common Stock to which such Amended and Restated Warrant No. 2 relates and appoints ________________
attorney to transfer said right on the books of the Company with full power of substitution in the premises.


 


Dated:     _______________, ____




 


_______________________________________




(Signature must conform in all respects
to name of 

holder as specified on the face of the Amended and 

Restated Warrant No. 2)




 


_______________________________________

Address of Transferee


 


_______________________________________



_______________________________________


 


In the presence of:


 


__________________________