Exhibit 10.1


SECURITIES
PURCHASE AGREEMENT


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of November 14, 2014, is by and between InterCloud
Systems, Inc., a Delaware corporation (the “Company”), and Dominion Capital LLC (the “Investor”).


 


RECITALS


 


A.           The Company and the
Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section
4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.


B.            The Company
has authorized the issuance of a senior note in the original principal amount of $1,000,000, in the form attached hereto as Exhibit
A (the “Note”).


 


C.            The Investor wishes
to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, the Note.


 


E.            The parties
have agreed that the obligation to repay the Note shall be an unsecured obligation of the Company.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


	1.	PURCHASE AND SALE OF NOTE.



       (a)
          Note. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall
issue and sell to the Investor, and the Investor shall purchase from the Company on the Closing Date (as defined below), the Note.


(b)           Closing.
The closing (the “Closing”) of the purchase of the Note by the Investor shall occur at the offices of
Pryor Cashman, LLP, 7 Times Square, New York, New York 10036. The date and time of the Closing (the
“Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which
the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such later date as is mutually
agreed to by the Company and the Investor). As used herein “Business Day” means any day other than a
Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain
closed.


(c)           Purchase
Price. The purchase price for the Note to be purchased by the Investor (the “Purchase Price”) shall be
$1,000,000.



    	 



    	 



    

 


(d)           Payment
of Purchase Price; Delivery of Note. On the Closing Date, (i) the Investor shall pay the Purchase Price to the Company for
the Note by wire transfer of immediately available funds in accordance with the Company’s written wire instructions (less
the amounts withheld pursuant to Section 4(e)) and (ii) the Company shall deliver to the Investor the Note duly executed
on behalf of the Company and registered in the name of the Investor or its designee.


	2.	INVESTOR’S REPRESENTATIONS AND WARRANTIES.



 


The Investor represents
and warrants to the Company that:


(a)          Organization;
Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


(b)          No Public Sale or Distribution. The Investor is acquiring the Note for its own account and not with a view towards,
or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant
to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, the Investor does
not agree, or make any representation or warranty, to hold the Note for any minimum or other specific term and reserves the right
to dispose of the Note at any time in accordance with or pursuant to a registration statement or an exemption from registration
under the 1933 Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person
to distribute the Note in violation of applicable securities laws.


(c)          Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule
501(a) of Regulation D.


(d)          Reliance on Exemptions. The Investor understands that the Note is being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Investor set forth herein in order to determine the availability of such exemptions
and the eligibility of the Investor to acquire the Note.


(e)           Information. The Investor and its advisors, if any, have been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and sale of the Note which have been requested by the
Investor. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Investor
understands that its investment in the Note involves a high degree of risk. The Investor has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Note.


(f)           No Governmental Review. The Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Note or the fairness or suitability of the
investment in the Note nor have such authorities passed upon or endorsed the merits of the offering of the Note.






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(g)          Transfer
or Resale. The Investor understands that: (i) the Note has not been and is not being registered under the 1933 Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
(B) the Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel to the Investor, in a
form reasonably acceptable to the Company, to the effect that the Note to be sold, assigned or transferred may be sold, assigned
or transferred pursuant to an exemption from such registration, or (C) the Investor provides the Company with reasonable assurance
that the Note can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor
rule thereto) (collectively, “Rule 144”); (ii) any sale of the Note made in reliance on Rule 144 may be made
only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Note under circumstances
in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that
term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations
of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the
Note under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.


(h)          Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the
Investor and constitutes the legal, valid and binding obligations of the Investor enforceable against the Investor in accordance
with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies.


(i)            No
Conflicts. The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor
of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Investor, (ii)
conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Investor is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws) applicable to the Investor, except in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse
effect on the ability of the Investor to perform its obligations hereunder.








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	3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



The Company represents
and warrants to the Investor that:


 


(a)          Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in
good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their
properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company
and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Material
Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including
results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, either individually or taken
as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability
of the Company or any of its Subsidiaries to timely perform any of their respective obligations under any of the Transaction Documents
(as defined below). Other than as set forth in the SEC Documents (as defined below), the Company has no Subsidiaries. “Subsidiaries”
means any Person in which the Company, directly or indirectly, (I) beneficially owns at least 20% of the outstanding capital stock
or holds any equity or similar interest of such Person or (II) controls or operates all or any part of the business, operations
or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”


(b)          Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform
its obligations under this Agreement and the other Transaction Documents and to issue the Note in accordance with the terms hereof
and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Note) have
been duly authorized by the Company’s board of directors, and (other than the filing of a Form D under Regulation D of the
1933 Act and the 8-K Filing) no further filing, consent or authorization is required by the Company, its board of directors or
its stockholders or other governing body. This Agreement and the other Transaction Documents to which it is a party have been duly
executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution
may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement,
the Note, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection
with the transactions contemplated hereby and thereby, as may be amended from time to time.


(c)           Issuance of Note. The issuance of the Note is duly authorized and, upon issuance in accordance with the terms of
the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights,
mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other
encumbrances (collectively, “Liens”) with respect to the issue thereof. Subject to the accuracy of the representations
and warranties of the Investor in this Agreement, the offer and issuance by the Company of the Note is exempt from registration
under the 1933 Act.






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(d)          No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Note) will
not (i) result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate
of designation contained therein) or other organizational documents of the Company or any of its Subsidiaries, any capital stock
of the Company or any of its Subsidiaries or Bylaws (as defined below) or the bylaws any of its Subsidiaries, (ii) conflict with,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or any of its Subsidiaries is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including,
without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of the NASDAQ Capital
Market (the “Principal Market”) and including all applicable federal laws, rules and regulations) applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound
or affected except, in the case of clause (ii) above, to the extent such violations, conflicts, defaults or rights could not reasonably
be expected to have a Material Adverse Effect.


 


(e)          Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of,
or make any filing or registration with (other than the filing of a Form D under Regulation D of the 1933 Act and the 8-K Filing),
any court, Governmental Entity or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver
or perform any of its respective obligations under, or contemplated by, the Transaction Documents, in each case, in accordance
with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required
to obtain pursuant to the prior sentence have been or will be obtained or effected on or prior to the Closing Date, and the Company
is not aware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration,
application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal
Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common
Stock in the foreseeable future. “Governmental Entity” means any nation, state, county, city, town, village,
district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental
or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any
court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the
foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any
of the foregoing.


 


(f)          Acknowledgment Regarding Investor’s Purchase of Note. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and that the Investor is not (i) an officer or director of the Company or any of its Subsidiaries,
(ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a
“beneficial owner” (as defined for purposes of Rule 13d-3 of the 1934 Act) of more than 10% of the shares of Common
Stock (as defined below). The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary
of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby, and any advice given by the Investor or any of its representatives or agents in connection with
the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase
of the Note. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents
to which it is a party has been based solely on the independent evaluation by the Company and its representatives. “Common
Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock
into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 






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(g)          No
General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any
Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning
of Regulation D) in connection with the offer or sale of the Note. The Company shall be responsible for the payment of any placement
agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by the Investor or
its investment advisor) relating to or arising out of the transactions contemplated hereby. Neither the Company nor any of its
Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Note, other than Aegis
Capital Corp.


 


(h)          No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on
their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security,
under circumstances that would require registration of the issuance of the Note under the 1933 Act, whether through integration
with prior offerings or otherwise, or cause this offering of the Note to require approval of stockholders of the Company under
any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange
or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the
Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require
registration of the issuance of the Note under the 1933 Act or cause the offering of the Note to be integrated with other offerings
of securities of the Company.


 


(i)           Note as Security. The Company acknowledges that (i) the Note issued hereunder is a “security” for purposes
of Section 2(a)(1) of the 1933 Act and (ii) the offer and sale of the Note hereunder is governed by the 1933 Act.


 






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(j)           Reserved.


 











(k)          SEC
Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all reports,
schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting
requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein
and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred
to as the “SEC Documents”). The Company has delivered or has made available to the Investor or its representatives
true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the
SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of
the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”),
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to
normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided
by or on behalf of the Company to the Investor which is not included in the SEC Documents (including, without limitation, information
referred to in Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or
were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without
limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents
(the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require
the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to
be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants
that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company
to amend or restate any of the Financial Statements.


 


(l)          Absence
of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K,
there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties,
operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries.
Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, other than as disclosed
in the SEC Documents, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets,
individually or in the aggregate, outside of the ordinary course of business without making public disclosure thereof or (iii)
made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business without making public
disclosure thereof. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law
or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or
any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy
proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries,
individually and on a consolidated basis, are not as date of hereof, and after giving effect to the transactions contemplated
hereby to occur at the Closing will not be, Insolvent (as defined below). For purposes of this Section 3(k), “Insolvent”
means, (I) with respect to the Company and its Subsidiaries, on a consolidated basis, (i) the present fair saleable value of the
Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’
total Indebtedness (as defined below), (ii) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured or (iii) the Company and its Subsidiaries intend
to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (II) with respect
to the Company and each Subsidiary, individually, (i) the present fair saleable value of the Company’s or such Subsidiary’s
(as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (ii) the Company or such
Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured or (iii) the Company or such Subsidiary (as the case may be) intends
to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither
the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business
or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small
capital.


 






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(m)         No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance
has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any
of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial
or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement
on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly
announced, (ii) could have a material adverse effect on the Investor’s investment hereunder or (iii) could have a Material
Adverse Effect.


 


(n)          Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term
of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding
series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation
or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any
judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and
neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases
for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements
of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension
of the Common Stock by the Principal Market in the foreseeable future. Since November 1, 2013, (i) the Common Stock has been listed
or designated for quotation on the Principal Market, (ii) trading in the Common Stock shall not have been suspended by the SEC
or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market
regarding the suspension or delisting of the Common Stock from the Principal Market. The Company and each of its Subsidiaries possess
all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective
businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received
any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.


 


(o)          Foreign
Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor any
other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”)
have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption
laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given,
promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official
capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually
and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate
knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised,
directly or indirectly, to any Governmental Official, for the purpose of:


 


(i)              (A)
influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official
to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government
Official to influence or affect any act or decision of any Governmental Entity, or


 


(ii)              assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the
Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee or other
Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company
or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official
or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act
of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.


 


(p)          Sarbanes-Oxley Act. The Company and each Subsidiary is in compliance with all applicable requirements of the Sarbanes-Oxley
Act of 2002 and all applicable rules and regulations promulgated by the SEC thereunder.


 


(q)          Transactions With Affiliates. Except as disclosed in the SEC Documents, none of the officers, directors, employees
or affiliates of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its
Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any such officer, director, employee or affiliate or, to the knowledge of the Company
or any of its Subsidiaries, any corporation, partnership, trust or other Person in which any such officer, director, employee or
affiliate has a substantial interest or is an employee, officer, director, trustee or partner.


 






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(r)           Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 500,000,000
shares of Common Stock, of which, 17,070,284 are issued and outstanding and 2,007,877 shares are reserved for issuance pursuant
to Convertible Securities (as defined below) and (ii) 50,000,000 shares of preferred stock, of which none are issued and outstanding.
No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance
will be, validly issued and are fully paid and nonassessable. 5,231,021 shares of the Company’s issued and outstanding Common
Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates” (as defined in Rule 405 of
the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s
issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates”
for purposes of federal securities laws) of the Company or any of its Subsidiaries. (i) None of the Company’s or any Subsidiary’s
capital stock is subject to preemptive rights or any other similar rights or any Liens suffered or permitted by the Company or
any Subsidiary; (ii) except as disclosed in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable
for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by
which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of
its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its
Subsidiaries; (iii) except as disclosed in the SEC Documents, there are no outstanding debt securities, notes, credit agreements,
credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries
or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no outstanding securities or instruments
of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the
Company or any of its Subsidiaries; (v) there are no securities or instruments containing anti-dilution or similar provisions that
will be triggered by the issuance of the Note; (vii) neither the Company nor any Subsidiary has any stock appreciation rights or
“phantom stock” plans or agreements or any similar plan or agreement; and (vii) neither the Company nor any of its
Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the
SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses
and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse Effect. The
Company has furnished to the Investor, or filed publicly with the SEC on the EDGAR System, true, correct and complete copies of
the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of
Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”),
and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.


 






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(s)          Indebtedness and Other Contracts. Neither the Company nor any of its Subsidiaries (i) except as disclosed in the
SEC Documents, has any outstanding Indebtedness (as defined below), (ii) except as disclosed in the SEC Documents, is a party to
any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract,
agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) is in violation of any term
of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults
would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party
to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s
officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement, (x) “Indebtedness”
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed
as the purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP)
(other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with
respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures
or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses,
(E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing,
in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and
remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property),
(F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for
the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above
secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which
owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations
in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect
to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring
such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will
be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will
be protected (in whole or in part) against loss with respect thereto; and (z) “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other
entity and any Governmental Entity or any department or agency thereof.


 


(t)           Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any
court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the
Company’s or its Subsidiaries’ officers or directors which is outside of the ordinary course of business or
individually or in the aggregate material to the Company or any of its Subsidiaries. No director, officer or employee of the
Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable
anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any
current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or
other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934
Act.


 






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(u)          Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance
coverage sought or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


(v)          Employee Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement
or employs any member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees
are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company
or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any
such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. No executive officer
or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term
of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any
other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other key
employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the
foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations
respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except
where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.


 


(w)          Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property, and have
good and marketable title to all personal property, owned by them which is material to the business of the Company and its Subsidiaries,
in each case, free and clear of all Liens except such as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities
held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with
such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company or any of its Subsidiaries.


 






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(x)           Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use
all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original
works, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all
applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective
businesses as now conducted and as presently proposed to be conducted. None of the Company’s or its Subsidiaries’ Intellectual
Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three
years from the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of its Subsidiaries
of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of
the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding their Intellectual
Property Rights. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements
or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their Intellectual Property Rights.


 


(y)          Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all Environmental Laws (as defined
below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where,
in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect. “Environmental Laws” means all federal, state, local or foreign
laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface
water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges,
releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively,
“Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,
demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued,
entered, promulgated or approved thereunder.


 


(z)           Subsidiary Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and to receive dividends
and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.


 


(aa)        Tax Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state
income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely
paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably
adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers
of the Company and its Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify
as a passive foreign investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”).


 






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(bb)       Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control
over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with GAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s
general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing
assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains
disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring
that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded,
processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation,
controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files
or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive
officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required
disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant or other
Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial
reporting of the Company or any of its Subsidiaries.


 


(cc)        Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or
any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company
in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(dd)       Investment Company Status. The Company is not, and upon consummation of the sale of the Note will not be, an “investment
company,” an affiliate of an “investment company,” a company controlled by an “investment company”
or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company” as such terms are defined in the Investment Company Act of 1940, as amended.


 


(ee)        Reserved.


 


(ff)         Reserved.


 


(gg)       U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and
so long as the Note is held by the Investor, shall become, a U.S. real property holding corporation within the meaning of Section
897 of the Code, and the Company and each Subsidiary shall so certify upon the Investor’s request.


 


(hh)        Reserved.


 


(ii)           Reserved.


 






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(jj)          Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System
(the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly
or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%)
or more of the total equity of a bank or any equity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(kk)        Real Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property,
or other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”)
owned by the Company or any of its Subsidiaries (as applicable). Except as set forth in the SEC Documents, the Real Property is
free and clear of all mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security
interests and other encumbrances (collectively “Encumbrances”) and is not subject to any rights of way, building
use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) liens for current taxes not
yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject
thereto.


 


(ll)          Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold
interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that
are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”).
The Fixtures and Equipment are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as
applicable) in the manner as conducted prior to the Closing. Except as set forth in the SEC Documents, each of the Company and
its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Encumbrances except for (a) liens for current taxes
not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property
subject thereto.


 


(mm)      Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to
the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors,
employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise
with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized
any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a
kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive
public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any
of its Subsidiaries.


 


(nn)         Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the
USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not
limited to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets
Control, including, but not limited to, (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001));
and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 






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(oo)         Management.
During the past three year period, no current officer or director or, to the knowledge of the Company, no current ten percent
(10%) or greater stockholder of the Company or any of its Subsidiaries has been the subject of:


 


(i)             a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent
or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before
the filing of such petition or such appointment, or any corporation or business association of which such person was an executive
officer at or within two years before the time of the filing of such petition or such appointment;


 


(ii)            a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations
that do not relate to driving while intoxicated or driving under the influence);


 


(iii)           any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining any such person from, or otherwise limiting, the following activities:


 


(1)           Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;


 


(2)            Engaging in any type of business practice; or


 


(3)            Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any
violation of securities laws or commodities laws;


 


(iv)           any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or
otherwise limiting for more than sixty (60) days the right of any such person to engage in any activity described in the preceding
sub paragraph, or to be associated with persons engaged in any such activity;


 


(v)            a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities
law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently
reversed, suspended or vacated; or


 






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(vi)           a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended
or vacated.


 


(qq)        Stock
Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable stock
option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the
date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company's
stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice
of the Company to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with,
the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial
results or prospects.


 


(ss)        No
Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants and lawyers presently employed by the Company and
the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company's ability to
perform any of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company
had discussions with its accountants about its financial statements previously filed with the SEC. Based on those discussions,
the Company has no reason to believe that it will need to restate any such financial statements or any part thereof.


 


(uu)       No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of
the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is
defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer
Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule
506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event.


 


(vv)       No Additional Agreements. The Company does not have any agreement or understanding with the Investor with respect
to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 


(ww)      Public
Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.


 


(xx)        Federal Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility”
under the Federal Power Act, as amended.


 






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(yy)       Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided to the Investor
or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public
information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this
Agreement and the other Transaction Documents. The Company understands and confirms that the Investor will rely on the foregoing
representations in effecting transactions in securities of the Company. All disclosure provided to the Investor regarding the Company
and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished
by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the
Company or any of its Subsidiaries to the Investor pursuant to or in connection with this Agreement and the other Transaction Documents,
taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and
will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company
or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance
has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties,
liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable
law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not
been so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any
of its Subsidiaries and made available to the Investor have been prepared in good faith based upon reasonable assumptions and represented,
at the time each such financial projection or forecast was delivered to the Investor, the Company’s best estimate of future
financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that
the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected
or forecasted results). The Company acknowledges and agrees that the Investor does not make and has not made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.


 


(zz)           
Ranking of Note. No unsecured Indebtedness of the Company, at the Closing, will be senior to, or pari passu
with, the Note in right of payment, whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution
or otherwise.


 


	4.	COVENANTS.






(a)          Best Efforts. The Investor shall use its best efforts to timely satisfy each of the conditions to be satisfied by
it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the conditions
to be satisfied by it as provided in Section 7 of this Agreement.


 






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(b)          Form D and Blue Sky. The Company shall file a Form D with respect to the issuance of the Note as required under Regulation
D and to provide a copy thereof to the Investor promptly after such filing. The Company shall, on or before the Closing Date, take
such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Note
for sale to the Investor at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of
the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action
so taken to the Investor on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement,
the Company shall timely make all filings and reports relating to the offer and sale of the Note required under all applicable
securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky”
laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and
the like relating to the offering and sale of the Note to the Investor.


 


(c)          Use of Proceeds. The Company shall use the proceeds from the sale of the Note for general corporate purposes but
not, directly or indirectly, for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries (other than
payment of trade payables incurred after the date hereof in the ordinary course of business of the Company and its Subsidiaries
and consistent with prior practices), (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries
or (iii) the settlement of any outstanding litigation.


 


(d)         Financial Information. As long as the Note remains outstanding, the Company agrees to send the following to the Investor
during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through
the EDGAR System, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’
equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration
statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with
the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the
same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries and (iii)
unless the following are filed with the SEC through EDGAR, copies of any notices and other information made available or given
to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.


 


(e)          Fees. The Company shall reimburse the Investor for all reasonable costs and expenses incurred by it or its affiliates
in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction
Documents (including, without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of counsel
to the Investor , any other reasonable fees and expenses in connection therewith, structuring, documentation, negotiation and closing
of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith)
which amount shall not exceed $20,000 without the consent of the Company. The Company shall be responsible for the payment of any
placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by the Investor)
relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against,
any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising
in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party
to this Agreement shall bear its own expenses in connection with the sale of the Note to the Investor.


 






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(f)           Pledge
of Note. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the
Note may be pledged by the Investor in connection with a bona fide margin agreement or other loan or financing arrangement that
is secured by the Note. The pledge of Note shall not be deemed to be a transfer, sale or assignment of the Note hereunder, and
the Investor effecting a pledge of the Note shall not be required to provide the Company with any notice thereof or otherwise
make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company hereby agrees to execute
and deliver such documentation as a pledgee of the Note may reasonably request in connection with a pledge of the Note to such
pledgee by the Investor.


 


(g)          Disclosure
of Transactions and Other Material Information. On or before 5:30 p.m., New York time, on the fourth (4th)
Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material
terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the
material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form
of Note (including all attachments, the “8-K Filing”). From and after the 8-K Filing, the Company shall have
publicly disclosed all material, non-public information (if any) regarding the Company or any of its Subsidiaries delivered to
the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in
connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause
each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor
with any material, non-public information regarding the Company or any of its Subsidiaries from and after the 8-K Filing without
the express prior written consent of such Investor (which may be granted or withheld in such Investor’s sole discretion).
In the event of (x) any breach of any covenant or agreements contained herein or in any other Transaction Document (to the extent
the existence of such breach constitutes material non-public information) or (y) a breach of any of the covenants in this Section
4(g) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as
determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the Transaction
Documents, the Investor may deliver written notice to the Company requesting that the Company make a public disclosure with respect
thereto. If the Company fails to make such public disclosure, at any time after the fourth (4th) Trading Day immediately
following the date the Investor delivered such notice to the Company, the Investor shall have the right to make a public disclosure,
in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior
approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents.
The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers,
directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries
nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby;
provided, however, the Company shall be entitled, without the prior approval of the Investor, to make any press release or other
public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith
and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted
by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written
consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), the Company shall not (and
shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Investor in any filing, announcement, release
or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would
otherwise be true, the Company expressly acknowledges and agrees that other than with respect to the transactions contemplated
by the Transaction Documents, the Investor has not had, and the Investor shall not have (unless expressly agreed to by the Investor
after the date hereof in a written definitive and binding agreement executed by the Company and the Investor), any duty of confidentiality
with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of
its Subsidiaries.


 






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(h)          Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any
law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or
in the aggregate, in a Material Adverse Effect.


 


(i)           Passive Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct
their respective businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign
investment company within the meaning of Section 1297 of the Code.


 


(j)          Restriction on Redemption and Cash Dividends. So long as the Note is outstanding, the Company shall not, directly
or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior
express written consent of the Investor.


 


(k)         Corporate Existence. So long as the Investor owns the Note, the Company shall not be party to any Fundamental Transaction.
A “Fundamental Transaction” occurs if (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which the holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization 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, (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other
business combination).


 






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(l)           No
Frustration. So long as the Investor holds the Note, neither the Company nor any of its affiliates or Subsidiaries, nor any
of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent
of the Investor (which consent may be withheld, delayed or conditioned in the sole discretion of the Investor), effect, enter
into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction (or issue, amend or waive any
security) that would or would reasonably be expected to restrict, delay, conflict with or impair the ability or right of the Company
to timely perform its obligations under this Agreement or the Note.


 


(m)             Closing
Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to
be delivered, to the Investor executed copies of this Agreement, the Note and other documents required
to be delivered to any party pursuant to Section 7 hereof.


 


	5.	REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.



 


(a)          Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company
as it may designate by notice to the holder of the Note), a register for the Note in which the Company shall record the name and
address of the Person in whose name the Note have been issued (including the name and address of each transferee) and the principal
amount of the Note held by such Person. The Company shall keep the register open and available at all times during business hours
for inspection of the Investor or its legal representatives.


 


(b)         Reserved.


 


(c)         Legends. The Investor understands that the Note has been issued pursuant to an exemption from registration or qualification
under the 1933 Act and applicable state securities laws, and except as set forth in Section 5(d) below, the Note shall bear any
legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form:


 


THIS NOTE HAS NOT (AND ANY SHARES
OF STOCK ISSUABLE UPON THE TRIGGERING OF AN EVENT OF DEFAULT MAY NOT HAVE) BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SHARES OF STOCK ISSUABLE
UPON THE TRIGGERING OF AN EVENT OF DEFAULT MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE OR SHARES OF STOCK ISSUABLE UPON DEFAULT UNDER THIS NOTE UNDER SUCH ACT UNLESS SUCH
REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT.


 






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	6.	CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.



 


(a)          The obligation of the Company hereunder to issue and sell the Note  to the Investor at the Closing is subject to
the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with
prior written notice thereof:


 


(i)             The Investor shall have executed each of the other Transaction Documents to which it is a party and delivered the same to
the Company.


 


(ii)            The Investor shall have delivered to the Company the Purchase Price (less the amounts withheld pursuant to Section 4(e))
for the Note being purchased by the Investor at the Closing by wire transfer of immediately available funds pursuant to the wire
instructions provided by the Company.


 


(iii)          The representations and warranties of the Investor shall be true and correct in all material respects as of the date when
made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as
of a specific date, which shall be true and correct as of such date), and the Investor shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or
complied with by such Investor at or prior to the Closing Date.


 


	7.	CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. 



(a)           The
obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be
waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i)              The Company shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party
and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing
pursuant to this Agreement.


 


(ii)            The
Investor shall have received the opinion of Pryor Cashman LLP, the Company’s counsel, dated as of the Closing Date, in the
form acceptable to such Investor.


 



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(iii)           Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the
Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with
the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the
Closing Date.


 


(iv)           The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for
the issuance of the Note.


 


(v)            No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents.


 


(vi)           Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have
or result in a Material Adverse Effect.


 


(vii)          The
Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to
the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.


 


	8.	TERMINATION. 



In the event that the
Closing shall not have occurred within seven (7) days of the date hereof, then the Investor shall have the right to terminate
its obligations under this Agreement at any time on or after the close of business on such date without liability of the Investor
to any other party; provided, however, the right to terminate this Agreement under this Section 8 shall not be available to the
Investor if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result
of the Investor’s breach of this Agreement; and provided, further that no such termination shall affect any obligation of
the Company under this Agreement to reimburse the Investor for the expenses described in Section 4(e) above. Nothing contained
in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions
of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any
other party of its obligations under this Agreement or the other Transaction Documents.


 






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		9.	MISCELLANEOUS.



(a)          Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement 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. Nothing contained herein shall be deemed or operate to preclude the Investor from bringing suit or taking other legal action
against the Company in any other jurisdiction to collect on the Company’s obligations to such Investor or to enforce a judgment
or other court ruling in favor of such Investor. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. 


 


(b)          Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


 


(c)          Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed
to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by the words “without limitation.”
The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement
instead of just the provision in which they are found.


 






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(d)         Severability; Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined
to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid
or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity
or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this
Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject
matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would
otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid
or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction
Document (and without implication that the following is required or applicable), it is the intention of the parties that in no
event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received
by the Investor, under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest”
under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to
the Investor, or collection by the Investor pursuant the Transaction Documents is finally judicially determined to be contrary
to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of
such Investor, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to
the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment
shall be effected, to the extent necessary, by reducing or refunding, at the option of such Investor, the amount of interest or
any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Investor under the Transaction
Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid
to or received by such Investor under any of the Transaction Documents or related thereto are held to be within the meaning of
“interest” or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated
over the period of time to which they relate.


 






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(e)          Entire Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached
hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between
the Investor, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf, including without limitation,
any transactions by the Investor with respect to the Note and the other matters contained herein and therein, and this Agreement,
the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and
therein contain the entire understanding of the parties solely with respect to the matters covered herein and therein; provided,
however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect
on any agreements the Investor has entered into with, or any instruments the Investor has received from, the Company or any of
its Subsidiaries prior to the date hereof with respect to any prior investment made by the Investor in the Company or (ii) waive,
alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of or benefits to
the Investor or any other Person, in any agreement entered into prior to the date hereof between or among the Company and/or any
of its Subsidiaries and the Investor, or any instruments the Investor received from the Company and/or any of its Subsidiaries
prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except as specifically
set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with
respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may
be amended other than by an instrument in writing signed by the Company and the Investor, and any amendment to any provision of
this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on the Investor and a holder of the
Note, as applicable, provided that no such amendment shall be effective to the extent that it imposes any obligation or liability
on the Investor without the Investor’s prior written consent (which may be granted or withheld in the Investor’s sole
discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party,
provided that the Investor may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in
conformity with the provisions of this Section 9(e) shall be binding on the Investor and a holder of the Note, as applicable, provided
that no such waiver shall be effective to the extent that it imposes any obligation or liability on the Investor without such Investor’s
prior written consent (which may be granted or withheld in the Investor’s sole discretion). The Company has not, directly
or indirectly, made any agreements with the Investor relating to the terms or conditions of the transactions contemplated by the
Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that,
except as set forth in this Agreement, the Investor has not made any commitment or promise or has any other obligation to provide
any financing to the Company, any Subsidiary or otherwise. As a material inducement for the Investor to enter into this Agreement,
the Company expressly acknowledges and agrees that (i) no due diligence or other investigation or inquiry conducted by the Investor,
any of its advisors or any of its representatives shall affect the Investor’s right to rely on, or shall modify or qualify
in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any
other Transaction Document and (ii) unless a provision of this Agreement or any other Transaction Document is expressly preceded
by the phrase “except as disclosed in the SEC Documents,” nothing contained in the SEC Documents shall affect the Investor’s
right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and
warranties contained in this Agreement or any other Transaction Document.


 






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(f)           Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms
of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii)
upon receipt when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether
electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from
the recipient’s e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier
service, one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly
addressed to the party to receive the same. The addresses, facsimile numbers and/or e-mail addresses for such communications shall
be:


 


If to the Company:


 


InterCloud Systems, Inc.

1030 Broad Street

Suite 102

Shrewsbury, New Jersey 07702

Facsimile: (561) 988-2307

E-mail address: lsands@intercloudsys.com

Attention: Chief Executive Officer


 






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With a copy (for informational purposes only) to:


 


Pryor Cashman LLP

7 Times Square

New York, New York 10036

Facsimile: (212) 798-6319

E-mail address: ali.panjwani@pryorcashman.com

Attention: M. Ali Panjwani, Esq.


 


If to the Investor:


 


Dominion Capital LLC


341 West 38th Street

Suite 800

New York, NY 10018]

Facsimile: (708) 844-2883

E-mail address: kordash@domcapll.com

Attention: Daniel Kordash


 


 


or to such other address, facsimile
number or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given
to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile
machine containing the time, date recipient facsimile number and an image of the first page of such transmission or (C) provided
by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iv) above, respectively. A copy of the e-mail transmission containing the
time, date and recipient e-mail address shall be rebuttable evidence of receipt by e-mail in accordance with clause (iii) above.


 


(g)          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including, as contemplated below, any assignee or transferee of the Note. The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Investor (which may be granted or
withheld in the sole discretion of the Investor), including, without limitation, by way of a Fundamental Transaction. The Investor
may assign some or all of its rights hereunder in connection with any assignment or transfer of the Note without the consent of
the Company, in which event such assignee or transferee (as the case may be) shall be deemed to be an Investor hereunder with respect
to such assigned rights.


 






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(h)          No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
other than the Indemnitees referred to in Section 9(k).


 


(i)           Survival. The representations, warranties, agreements and covenants shall survive the Closing.


 


(j)           Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


(k)            Indemnification.


 


(i)              In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Note thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless the Investor and each holder of the Note and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (A) any misrepresentation or breach of any representation
or warranty made by the Company in any of the Transaction Documents, (B) any breach of any covenant, agreement or obligation of
the Company contained in any of the Transaction Documents or (C) any cause of action, suit, proceeding or claim brought or made
against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or
any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (1) the execution, delivery, performance
or enforcement of any of the Transaction Documents, (2) any transaction financed or to be financed in whole or in part, directly
or indirectly, with the proceeds of the issuance of the Note, (3) any disclosure properly made by the Investor pursuant to Section
4(g), or (4) the status of the Investor or holder of the Note either as an investor in the Company pursuant to the transactions
contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest
or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking
by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law.


 






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(ii)             Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding
(including, without limitation, any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall,
if an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Section 9(k) deliver
to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however,
an Indemnitee shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying
party if: (A) the indemnifying party has agreed in writing to pay such fees and expenses; (B) the indemnifying party shall have
failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee
in any such Indemnified Liability; or (C) the named parties to any such Indemnified Liability (including, without limitation, any
impleaded parties) include both such Indemnitee and the indemnifying party, and such Indemnitee shall have been advised by counsel
that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and the indemnifying party
(in which case, if such Indemnitee notifies the indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such
counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (C) above the indemnifying
party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee.
The Indemnitee shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such
action or Indemnified Liability by the indemnifying party and shall furnish to the indemnifying party all information reasonably
available to the Indemnitee which relates to such action or Indemnified Liability. The indemnifying party shall keep the Indemnitee
reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided,
however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release
from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include any admission
as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee under this Section 9(k),
except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.


 






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(iii)           The indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred.


 


(iv)           The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right
of the Indemnitee against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.


 


(l)            Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty
shall limit the generality or applicability of a more general representation or warranty.


 


(m)          Remedies. The Investor and any holder of the Note shall have all rights and remedies set forth in the Transaction
Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and
all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall
be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes
that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s
(as the case may be) obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Investor.
The Company therefore agrees that the Investor shall be entitled to seek specific performance and/or temporary, preliminary and
permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity
of proving actual damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction
Documents shall be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents,
at law or in equity (including a decree of specific performance and/or other injunctive relief).


 


(n)          Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) the Transaction Documents, whenever the Investor exercises a right, election, demand or option under a Transaction Document
and the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then the
Investor may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary
(as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights


 






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(o)            Payment Set Aside; Currency. To the extent that the Company makes a payment or payments to the Investor hereunder
or pursuant to any of the other Transaction Documents or the Investor enforces or exercises its rights hereunder or thereunder,
and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise
restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy
law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation
or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred
to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”), and
all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated
in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on
the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted
into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant
date of calculation.


 


(q)            Judgment
Currency.


 


(i)             If
for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction
Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter
in this Section 9(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement,
the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding: 


 





		(1)	the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any
other jurisdiction that will give effect to such conversion being made on such date: or



		(2)	the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the
date as of which such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment
Conversion Date”).






(ii)              
If in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2) above, there is
a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due,
the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been
purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on
the Judgment Conversion Date.


 


(iii)            
Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment
being obtained for any other amounts due under or in respect of this Agreement or any other Transaction Document.


 


[Signature
Pages Follow]


 






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IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


 





	 	COMPANY: 
	 	 
	 	INTERCLOUD SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Daniel J. Sullivan
	 	Name:	Daniel J. Sullivan
	 	Title:  	Chief Accounting Officer







 






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IN
WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Agreement to be duly executed
as of the date first written above.


 








	 	DOMINION
    CAPITAL LLC
	 	 	 
	 	By:	/s/ Mikhail Gurevich
	 	Name:	Mikhail Gurevich
	 	Title:  	Managing Member







 



 


 


 


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