Exhibit
10.5


AMENDMENT
NO. 2 TO BRIDGE FINANCING AGREEMENT AND AGREEMENT TO REDUCE CONVERSION PRICE OF CERTAIN SENIOR SECURED CONVERTIBLE
PROMISSORY NOTES AND CANCELLATION OF CERTAIN WARRANTS (this “Agreement”), is made as of August 12,
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”).


W
I T N E S S E T H:





WHEREAS,
pursuant to the Bridge Financing Agreement, made effective as of December 3, 2014 by and between the Borrower and the Lender (the
“BFA”), the Borrower sold to the Lender a (i) 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 (ii) 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”);


WHEREAS,
pursuant to the Agreement to Purchase the $1,500,000 Additional Note, dated December 24, 2014, by and between the Borrower and
the Lender (the “12/24/2014 Agreement”), the Borrower sold to the Lender pursuant to Section 2.13 of the BFA
a (i) 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 “2 Original Notes”), and
(ii) four (4) year common stock purchase 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 Amendment
No. 1 to the Bridge Financing Agreement, made as of May 14, 2015, by and among the Parties (“Amendment No. 1”),
the Borrower, among other items (i) sold to the Lender a 12% senior secured convertible note of the Borrower (Note No.: GPB-3),
Issue Date: May 14, 2015, in the aggregate principal amount of $2,000,000 (the “$2,000,000 Note”), and (ii) 
amended and restated the 2 Original Notes by issuing to the Lender (a) Amended and Restated 12% Senior Secured Convertible
Note No. 1 in the aggregated principal amount of $2,500,000 (which continued to be identified as Note No.: GPB-1), Original Issue
Date: December 3, 2015 (“A/R Note 1”), in exchange for and to amend and restate Note 1; and (b) Amended
and Restated 12% Senior Secured Convertible Note No. 2 in the aggregate principal amount of $1,500,000 (which continued to be
identified as Note No.: GPB-2, Original Issue Date: December 24, 2015 (“A/R Note 2”), and together with A/R
Note 1, collectively, the “2 A/R Notes”), in exchange for and to amend and restate Note 2, which 2 Amended
and Restated Notes together with the $2,000,000 Note shall collectively be referred to as the “3 Notes”);



    	 



    	 



    




WHEREAS,
pursuant to the SPA and Amendment No. 1, the Borrower (i) amended and restated the 2 Original Warrants by issuing to the
Lender a (a) four (4) year Amended and Restated Warrant No. 1 of the Borrower (which continued to be identified as Warrant
No. GPB-1); Original Issue Date: December 3, 2015, to purchase 250,000 Warrant Shares (“A/R Warrant 1”); and
(b) four (4) year Amended and Restated Warrant No. 2 of the Borrower (which continued to be identified as Warrant No. GPB-2);
Original Issue Date: December 24, 2014, to purchase 150,000 Warrant Shares (“A/R Warrant 2”, and together with
A/R Warrant 1, collectively, the “2 A/R Warrants”); (ii) issued to the Lender a (a) four (4) year
Additional Warrant of the Borrower (Warrant No. GPB-3); Original Issue Date: May 14, 2015, to purchase 200,000 Warrant Shares
of the Borrower (the “Additional Warrant”), and (b) four (4) year Restructuring Warrant of the Borrower
(Warrant No.: GPB-4); Original Issue Date: May 14, 2015; to purchase 50,000 Warrant Shares (the “Restructuring Warrant,”
and together with the 2 A/R Warrants and the Additional Warrant, collectively, the “4 Warrants”);


WHEREAS,
the BFA, the 12/24/2014 Agreement, the SPA, Amendment No. 1, this Agreement and together with all supplements, exhibits,
schedules and annexes to each of such agreements, shall collectively be referred to as the “Loan Agreement.”


WHEREAS,
pursuant to this Agreement, the Parties have agreed to, among other items set forth in this Agreement (i) cancel the Restructuring
Warrant; (ii) amend and restate the 2 A/R Notes to reduce the Conversion Price of 2 A/R Notes from $3.75 to $2.00 per share; and
(iii) change the Amortization Payment Date on which the Borrower is required, pursuant to the Loan Document, to make a $1,125,000
Amortization Payment to the Lender from September 1, 2015 to January 5, 2016; and


WHEREAS,
capitalized terms used but not otherwise defined herein shall have the meanings 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
as of the Closing Date, (i) 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 as of the date hereof (ii) the $6,000,000 aggregate principal amount
of the 3 Notes are issued and outstanding, (iii) $5,000 of legal fees and expenses is owed to the Lender’s legal counsel
in connection with legal services performed by such counsel for the Lender pursuant to Section 9.4(B) of the Loan Agreement following
the closing of the purchase by the Lender of the $2,000,000 Note (the “Lender’s Accrued Expenses”); and
(iv) no Event of Default, or default exists as of the date hereof (or with the passage of time will exist), under any of
the Documents including, but not limited to, the Loan Agreement, the Security Agreement and/or the 3 Notes.



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		2)	The
                                         Transactions. Upon the execution of this Agreement (the “Closing Date”)
                                         by the Parties hereto, the following transactions shall be deemed to occur simultaneously
                                         and shall be referred to as the “Closing”:



		(a)	Reduction
                                         in Conversion Price of the 2 A/R Notes. The Conversion Price of the 2 A/R Notes is
                                         hereby reduced from $3.75 to $2.00 per share; and the Borrower shall at Closing issue
                                         to the Lender, as a condition to the Lender executing this Agreement a (i) 12% New
                                         2nd Amended and Restated Senior Secured Promissory Note in the aggregate principal
                                         amount of $2,500,000, in the form annexed hereto as Exhibit A (“New A/R
                                         Note 1”), which New A/R Note 2 is being issued in exchange for and to amend
                                         and restate A/R Note 1; and (ii) 12% New 2nd Amended and Restated Senior Secured
                                         Promissory Note in the aggregate principal amount of $1,500,000, in the form annexed
                                         hereto as Exhibit B (the “New A/R Note 2”, and collectively
                                         with New A/R Note 1, the “2 New Amended and Restated Notes”, and together
                                         with the $2,000,000 Note, collectively, the “3 Existing Notes”), which
                                         New A/R Note 2 is being issued in exchange for and to amend and restate A/R Note 2;



		(b)	Cancellation
                                         of the Restructuring Warrant. The Restructuring Warrant to purchase 50,000 Warrant
                                         Shares shall be canceled in its entirety and of no further force and effect.



		(c)	Change
                                         of Date of Initial Amortization Payment. The Loan Agreement is hereby amended by
                                         deleting in its entirety the text of Section 9 of Amendment No. 1 and replacing the text
                                         of Section 9 with the following:



“Amortization
Payments. On each of December 1, 2015, January 5, 2016 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 (each, an “Amortization Payment”), each of which such $1,125,000 Amortization
Payments shall be applied as follows: (i) First, to pay all amounts due under the Documents, excluding principal and
accrued but unpaid interest on the 3 Existing Notes, (ii) Second, to pay all accrued but unpaid interest on the 3
Existing Notes, and (iii) Third, to pay outstanding principal amounts due on the 3 Existing Notes as follows: the
remaining portion of the particular $1,125,000, Amortization Payment after payment of all amounts set forth in (i) and (ii) of
this Section 9, shall be applied to repay in the following order the then aggregate principal amount of (x) the $2,000,000
Note, (y) the New A/R Note 2, and (z) the New A/R Note 1. Each Amortization Payment shall be made in cash by wire
transfer of immediately available funds from the Borrower to the Lender pursuant to wiring instructions provided by the Lender
to the Borrower on the applicable Amortization Payment Date and in the Amortization Payment Amount”



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		3)	Representations
                                         and Warranties of the Borrower.



		(a)	This
                                         Agreement, each of the 2 New Amended and Restated Notes and all transactions contemplated
                                         herein and thereto have been duly and validly executed by the Borrower; the Borrower
                                         is authorized and has the power to enter into this Agreement and the 2 New Amended and
                                         Restated Notes and perform all of the transactions set forth herein altogether including,
                                         but not limited to, reducing the Conversion Price of the 2 New Amended and Restated Notes
                                         and this Agreement and the 2 New Amended and Restated Notes all constitute a valid binding
                                         obligation and agreement of the Borrower, enforceable against Borrower in accordance
                                         with its terms.



		(b)	All
                                         necessary action has been taken by the Borrower including, but not limited to, by its
                                         Board of Directors and stockholders, if necessary, to authorize and effectuate all transactions
                                         set forth in this Agreement.



		(c)	No
                                         consents, approvals, permits and/or authorizations is required by any governmental and/or
                                         regulatory body including, but not limited to, FINRA, the SEC and/or Nasdaq not already
                                         obtained by the Borrower to effectuate the transactions set forth in this Agreement and
                                         neither the execution, delivery of and the performance of the Borrower of the transactions
                                         contemplated by this Agreement, the 2 New Amended and Restated Notes nor the effectuation
                                         of the transactions disclosed herein or therein will result in (or with the passage of
                                         time could result in), an Event of Default, a default, breach, violation and/or an event
                                         of default of (i) any loan, instrument and/or other agreement that the Company and/or
                                         its Subsidiaries are a party to and/or any of their respective assets and/or properties
                                         are bound by or subject to, (ii) the bylaws or other charter documents of the Borrower
                                         and/or its Subsidiaries and/or (iii) result in the violation of any law; rule and/or
                                         regulation of any federal, state and/or regulatory body including, but not limited to,
                                         the SEC, FINRA and/or Nasdaq.



		(d)	The
                                         issuance of the 2 New Amended and Restated Notes and all shares of Common Stock issuable
                                         upon conversion of the 2 New Amended and Restated Notes (the “Conversion Shares”),
                                         are exempt (or will be with respect to the Conversion Shares), from the registration
                                         requirements of the Securities Act of 1933, as amended (the “Securities Act”)
                                         pursuant to Rule 506 of Regulation D and/or Section 4(2) thereof; and the issuance of
                                         the Conversion Shares when issued upon conversion of the 2 New Amended and Restated Notes,
                                         will vest in the Lender sole and exclusive title to such securities free from all Liens,
                                         encumbrances and/or other clouds on title and such securities will be when issued, fully
                                         paid, validly issued and non-assessable and not subject to any pre-emptive rights, rights
                                         of first refusal, or other similar rights.
	 	 	 
	 	(e)	The
                                         execution, delivery and performance of this Agreement and the transactions contemplated
                                         hereby by the Borrower, (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) have received all necessary and/or required
                                         governmental, regulatory and other approvals and consents (if any shall be required)
                                         on behalf of Borrower, (iv) do not and shall not contravene or conflict with any provision
                                         of, or require any consents under (a) any law, rule, regulation or ordinance, (b) Borrower’s
                                         organizational documents; and/or (c) 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 assets pursuant to any
                                         law, rule, regulation or ordinance or otherwise.







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		(f)	As
                                         of the date hereof, no Event of Default, event of default and/or default has occurred
                                         (and/or with the passage of time could occur) under any of the Documents, including,
                                         but not limited to, the Loan Agreement, the 3 Notes, the Security Agreement and/or any
                                         other agreement, instrument and/or documents to which the Borrower is a party to or pursuant
                                         to which any of its properties and/or assets are subject to; and taking into account,
                                         and assuming the occurrence of all of the transactions contemplated by and related to
                                         this Agreement, no Event of Default, event of default and/or default has or shall occur
                                         (or with the passage of time could occur) under any of the Documents including, but not
                                         limited to, the Loan Agreement, the 3 Existing Notes, the Security Document and/or any
                                         other agreement, instrument and/or documents to which the Borrower is a party to or pursuant
                                         to which any of its properties and/or assets are subject to.



		(g)	The
                                         2 New Amended and Restated Notes shall, except for the changes set forth in this Agreement
                                         and each of the 2 New Amended and Restated Notes, have the same rights, remedies and
                                         related items as the 2 A/R Notes which the Lender exchanged pursuant to this Agreement
                                         for the 2 New Amended and Restated Notes.



		(h)	All
                                         warranties and representations made to Lender 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).



		4)	Representations
                                         and Warranties of Lender.



		(a)	The
                                         Lender has all limited liability company power to enter into this Agreement and effectuate
                                         all of the transactions set forth herein, and when entered into by the Lender this Agreement
                                         will constitute a binding and enforceable agreement in accordance with its terms against
                                         the Lender.



		(b)	All
                                         action has been taken by the Lender including, but not limited to, its Board of Directors
                                         and stockholders to effectuate and authorize all transactions set forth in this Agreement.



		(c)	Lender
                                         is an “accredited investor” as such term is defined under the Securities
                                         Act.




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		5)	Lender’s
                                         Cost and Expenses. Each party hereto shall be responsible for its own fees and expenses
                                         in connection with the preparation, negotiation and entering into of this Agreement and
                                         the transactions contemplated hereby. Notwithstanding the foregoing, as a condition to
                                         the Closing and the Borrower’s obligation to enter into this Agreement, simultaneously
                                         with the Closing, the Borrower shall pay to the Lender’s legal counsel (i) $25,000,
                                         which consists of (i) $5,000 of Lender’s Accrued Expenses, and (ii) $20,000
                                         of legal fees payable to the Lender’s legal counsel plus any documented out-of-pocket
                                         expenses of such legal counsel, (collectively, the “Lender’s Expenses”),
                                         shall be due and payable from the Borrower to legal counsel to the Lender, all of which
                                         shall be paid in immediately available funds by wiring such funds to Lender’s counsel
                                         pursuant to wiring instructions provided to the Lender by Borrower.



		6)	Conditions
                                         to Closing.



		a.	Delivery
                                         of Documents to Lender. Notwithstanding anything provided in this Agreement, the
                                         Lender’s obligation to effectuate its obligations hereunder including, but not
                                         limited to, the Closing shall be subject to Lender receiving from the Borrower at or
                                         before the Closing, each of the following original properly executed and dated documents,
                                         in form and substance reasonably satisfactory to the Lender and its counsel, and where
                                         applicable, duly executed and recorded:



                                                             
i.      Certificate of the Chief Accounting Officer 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 and through the date of this Agreement;
and (b) all actions taken and consents obtained by the Borrower, its Board of Directors and its shareholders, as applicable, to
authorize the transactions provided for or contemplated under this Agreement and the execution, delivery and performance of this
Agreement and the other documents including, but not limited to, the 2 New Amended and Restated Notes;


                                                           
ii.      This Agreement;


                                                  
        iii.      The 2 New A/R Notes;


                                                  
        iv.      A certificate of Good Standing of the Borrower
in the jurisdiction of Borrower’s place of incorporation;


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



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		b.	Delivery
                                         of Documents to the Borrower. Notwithstanding anything provided in this Agreement,
                                         the Borrower’s obligations hereunder including, but not limited to, to effectuate
                                         the Closing shall be subject to the Borrower receiving from the Lender on or before the
                                         Closing the following original properly executed and dated documents:



                                                           
i.      This Agreement;


                                                           ii.      The 2 A/R Notes which the 2 New Amended and Restated Notes were issued in exchange for and to
amend and restate, and which 2 A/R Notes shall be immediately cancelled by the Borrower; and


                                                         
iii.      The Restructuring Warrant, which shall be immediately cancelled by the Borrower.


		7)	Severability.
                                         Any provision of this Agreement held to be invalid, illegal or unenforceable by a court
                                         of competent jurisdiction, 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.



		8)	Amending
                                         the Loan Agreement and Other Documents. This Agreement, the 2 New Amended and Restated
                                         Notes and the terms, provisions and agreements set forth herein and therein, are intended
                                         to and do amend the Loan Agreement and the other Documents to the extent so directly
                                         and/or indirectly provided herein and/or in the 2 New Amended and Restated Notes, and
                                         to the extent any provisions, terms or other items in the Loan Agreement and the other
                                         Documents should but are not expressly amended by this Agreement and/or the 2 New Amended
                                         and Restated Notes, such provisions, terms and/or other items of the Loan Agreement and/or
                                         the other Documents shall be treated as being amended hereby to give effect to the intent
                                         and purposes of this Agreement and the 2 New Amended and Restated Notes, as provided
                                         herein.



		9)	Ratification.
                                         Except as expressly modified herein, all terms, provisions and agreements in the Loan
                                         Agreement are and shall remain in full force and effect.



		10)	Reference
                                         to and Effect on Documents.



		a.	Upon
                                         Closing, 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, and giving effect to Section 8.



		b.	The
                                         execution, delivery and effectiveness of this Agreement, the 2 New Amended and Restated
                                         Notes and/or any other provision herein or therein 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, the 2 New Amended and Restated Notes and/or any other documents,
                                         instruments and agreements executed and/or delivered in connection therewith.




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		11)	Continuing
                                         Effect. Except as otherwise expressly provided herein, the Loan Agreement and all
                                         other Documents, as, if and to the extent 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 Lender, or to
                                         grant to the Lender, a security interest or Lien, such pledge or grant is hereby ratified
                                         and confirmed in all respects.



		12)	Authority.
                                         Each of the undersigned expressly represents and warrants that (i) he, she or it has
                                         the authority to execute this Agreement on behalf of the party or parties to be bound
                                         by his, her or its signature, (ii) the execution, delivery and performance of this Agreement
                                         and the 2 New Amended and Restated Notes has been duly authorized by all necessary action
                                         and (iii) this Agreement and the 2 New Amended and Restated Notes are each a legal, valid
                                         and binding obligation enforceable in accordance with its terms.



		13)	Entire
                                         Agreement. This Agreement and the 2 New Amended and Restated Notes constitute 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 such documents and instruments are merged herein.



		14)	Construction.
                                         The parties have participated jointly in the negotiation and drafting of this Agreement.
                                         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.



		15)	Counterparts.
                                         This Agreement 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 Agreement by facsimile or electronic mail shall be equally
                                         as effective as delivery of an original executed counterpart of this Agreement.



		16)	Headings.
                                         Section headings herein are included for convenience of reference only and do not constitute
                                         a part of this Agreement for any other purpose.



		17)	Governing
                                         Law. This Agreement 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 Agreement 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.



 


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[Signature
Page]


 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the Effective Date.


 


	BORROWER:	INTERCLOUD SYSTEMS, INC
	 	 
	 	By: 	
	 	Name:

Title:	










	 	


	 	 
	LENDER:	GPB LIFE SCIENCE HOLDINGS LLC
	 	 
	 	By: 	
	 	Name:

Title:	




 








 


 


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EXHIBIT
A


 


Form
of New 2nd Amended and Restated $2,500,000

Aggregate Principal Amount Senior Secured Convertible Note









    	Exhibit A - 1



    	 



    

 


EXHIBIT
B


Form
of New 2nd Amended and Restated $1,500,000 Aggregate

Principal Amount Senior Secured Convertible Promissory Note


 





Exhibit B -
1
B -