Exhibit 10.1


 


Forward Investments, LLC


email: DougShooker@,post.harvard.edu


1416 North Donnelly Street


Mt. Dora, FL 32757


Phn (310) 490-6640


 


	Mr. Tim Larkin

        Chief Financial Officer

        InterCloud Systems, Inc.

        238 N.E. 1st Avenue, Suite 208

        Delray Beach, FL 33444
	8/3/15


 


Dear Tim:


 


Reference is made to the following securities
(the "Forward Securities") by and between InterCloud Systems, Inc. ( "ICLD") and Forward Investments, LLC
("Forward") for (i) a note for $825,000 dated January 10, 2014, (ii) a note for $2 million dated March 24, 2014, (iii)
a note for $3 million dated Feb 4, 2014, (iv) a note for $650,000 dated January 1, 2014, (v) a note for $2,645,000 dated March
4, 2015, (vi) a note for $1,728,485 dated March 4, 2015, (vii) a note for $389,787 dated January 1, 2015, and (viii) a Put Option
Agreement dated March 3, 2015.


 


Forward agrees not to convert into ICLD common
stock any portion of the Forward Securities (except the $1,728,485 note and the $389,787 note which Forward retains the right
to convert at any time) until the earlier of (a) the date upon which ICLD and Forward mutually agree that Forward may convert
such portion of the Forward Securities into common stock or (b) the date which is 61 days after Forward unilaterally notifies
ICLD that it intends to convert any portion of the Forward Securities. However, notwithstanding anything to the contrary contained
herein, in the event of the occurrence of a Fundamental Transaction, as that term is defined in the Forward Securities, Forward
retains the right to convert the Forward Securities at any time.




 


ICLD represents to Forward that the conversion
price into common stock applicable to all of the Forward Securities as of the date of this letter is $1.58/share. Finally, reference
is made to the restriction referred to in the Forward Securities with regard to Forward not increasing its ownership of ICLD common
stock above 19.99% in the absence of shareholder approval to the extent such approval is necessary ("the 19.99% Restriction").
ICLD agrees that nothing contained in the Forward Securities, including but not limited to the 19.99% Restriction or any requirement
for shareholder approval, precludes Forward from selling or requiring the purchase of all or any portion of the Forward Securities
on an as converted basis in a Fundamental Transaction at the then applicable conversion price (which ICLD represents is $1.58/share
as of the date of this letter). Furthermore, ICLD agrees that nothing contained in the Forward Securities, including but not limited
to the 19.99% Restriction or any requirement for shareholder approval, precludes Forward from sequentially converting portions
of the Forward Securities into ICLD common stock at the then applicable conversion price (which ICLD represents is $1.58/share
as of the date of this letter) and selling such stock resulting from such conversion as long as Forward does not at any time own
more than 19.99% of the outstanding common shares of ICLD.


 


	Sincerely,	 
	 	 
	 	 
	Mr. Douglas Shooker	 
	Manager, Forward Investments, LLC	 
	 	 
	In Agreement With the Foregoing:	 
	 	 
	/s/ Tim Larkin	 
	Name: Tim Larkin	 
	Title:   Chief Financial Officer	 
	InterCloud Systems, Inc.	 


 


 





 
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