Exhibit 10.1

FORBEARANCE AND AMENDMENT AGREEMENT

This Waiver and Amendment Agreement (this "Agreement"), dated as of May 17, 2016, is made by and between JGB (Cayman) Waltham Ltd. (the " Holder ") and InterCloud Systems, Inc., a Delaware corporation (the " Company ").

WHEREAS, the Holder and the Company have entered into a Securities Purchase Agreement dated as of December 29, 2015 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the " Securities Purchase Agreement "), whereby the Company issued and sold to the Holder, and the Holder purchased from the Company, a 10% Original Issue Discount Senior Secured Convertible Debenture in the original principal amount of $7,500,000 (as subsequently amended and restated, and as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “ Debenture ”);

WHEREAS, the outstanding principal balance owed by Company to Holders under the Debenture is $6,100,000;

WHEREAS, the Company’s obligations under the Debenture and the other Transaction Documents are unconditionally guaranteed by each of the entities executing the guarantor acknowledgment attached hereto (collectively, the “ Guarantors ” and each a “ Guarantor ”);

WHEREAS, as security for all of the indebtedness and obligations due to Holders under the Debenture and the other Transaction Documents (collectively, the " Obligations "), Company and the Guarantors executed and delivered to the Holder a certain Security Agreement dated as of December 29, 2015 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the " Security Agreement "), granting to Holders a security interest in the collateral, as defined in the Security Agreement (the " Collateral ");

WHEREAS, the Company is in default under the Debenture;

WHEREAS, the Company and the Guarantors have requested that the Holder forbear from exercising its rights and remedies under the Debenture and the other Transaction Documents;

WHEREAS, the Holder is willing to forbear from exercising such rights and remedies for a limited period of time, provided that the Company and the Guarantors comply with the terms and conditions of this Agreement;

WHEREAS, in partial consideration of such forbearance, the Company has agreed to amend the Securities Purchase Agreement, and amend and restate the Debenture;

WHEREAS, in partial consideration of such forbearance, and in replacement of substantial rights of the Holder foregone in connection with such forbearance and the amendment and restatement of the Debenture, and as an extension of the Company’s original obligations under the Debenture, the Company and the Guarantors have agreed to issue to the Holder a 0.67% Senior Secured Note made by the Company in substantially the form attached hereto as Exhibit A (the “ Note ”).

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.          Definitions . Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Debenture.

2.          Borrower Acknowledgments . The Company and the Guarantors acknowledge and agree that:

2.1              Defaults . The following Events of Default have occurred and are continuing under Section 8(a)(ii) and Section 8(a)(iii) of the Debenture and Section 4 of that certain Consent, dated February 18, 2016, by and between the Company and the Holder (collectively, the " Existing Defaults ").

2.2              Transaction Documents . The Debenture, the Securities Purchase Agreement, the Subsidiary Guaranty, the Security Agreement, the other Transaction Documents and all other agreements, instruments and other documents executed in connection with or relating to the Obligations or the Collateral (the " Debenture Documents ") are legal, valid, binding and enforceable against the Company and Guarantors in accordance with their terms.

2.3              Obligations . The Obligations are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever.

2.4              Collateral . The Holder has valid, enforceable and perfected security interests in and liens on the Collateral, as to which there are no setoffs, deductions, claims, counterclaims or defenses of any kind or character whatsoever.

2.5              Right to Accelerate Obligations . As a result of the Existing Defaults, the Holder has the right to accelerate the maturity and demand immediate payment of the Obligations.

2.6              Default Notice . The Holder and each Guarantor hereby waive any rights to receive further notice of the Existing Defaults. All applicable cure periods relating to the Existing Defaults have lapsed.

2.7              Default Interest Rate . By reason of the Existing Defaults, the Holder has the right, as of April 13, 2016, to impose the default rate of interest under the Debenture. Effective April 13, 2016 through the Effective Date (as defined below), the interest rate under the Debenture was fifteen percent (15%) per annum.

2.8              No Waiver of Defaults . Except as expressly set forth herein, neither this Agreement, nor any actions taken in accordance with this Agreement or the Debenture Documents shall be construed as a waiver of or consent to the Existing Defaults or any other existing or future defaults under the Debenture Documents, as to which the Holder’s rights shall remain reserved.

2.9              Preservation of Rights and Remedies . Upon expiration of the Forbearance Period (as defined below), all of the Holder’s rights and remedies under the Debenture Documents and at law and in equity shall be available without restriction or modification, as if the forbearance had not occurred.

2.10             Holder Conduct . The Holder has fully and timely performed all of its obligations and duties in compliance with the Debenture Documents and applicable law, and has acted reasonably, in good faith and appropriately under the circumstances.

2.11          Purpose of Forbearance . The purpose of this Agreement is to provide the Company with a period of time to file its annual report on Form 10-K for the fiscal year ended December 31, 2015, and thereby cure the Existing Defaults.

2.12           Request to Forbear . The Company and the Guarantors have requested the Holder’s forbearance as provided herein, which shall inure to their direct and substantial benefit.

3.          Amendment and Restatement of the Debenture; Reconfirmation of Guaranty and Security Interest .

3.1              Amendment and Restatement . As partial consideration for Holder’s forbearance, effective upon the Effective Date, the Debenture shall be amended and restated in its entirety in substantially the form attached hereto as Exhibit B (the “ A&R Debenture ”). Notwithstanding the amendment and restatement of the Debenture, the Company acknowledges and agrees that, as of the Effective Date, the Existing Defaults under the Debenture shall continue to constitute Existing Defaults under the A&R Debenture.

3.2              Reconfirmation of Liens and Security Interest . Nothing herein or the A&R Debenture shall impair or limit the continuation of the liens and security interests granted to the Holder under the Security Agreement, the other Security Documents (as defined in the Securities Purchase Agreement), pursuant to the Consent, dated March 9, 2016, by and among the Company and the Holder, or any deposit account control agreement with any depositary bank (collectively, the “ Security Instruments ”), which liens are continued in full force and effect pursuant to and as provided therein, and which liens secure all Obligations (as defined in the Security Agreement). In addition, the Company and each Guarantor agrees that all references to the “Obligations” in any Security Instrument includes the Note and all of the Company’s obligations under the Note. The Company and each Guarantor agrees that any reference to the Debenture in any Security Instrument means the Debenture as amended and restated pursuant to this Agreement and the Note. The Company and each Guarantor acknowledges the continuing existence and priority of all liens and security interests granted, conveyed, and assigned pursuant to the Security Instruments to which it is a party, in accordance with such instruments, and agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents and certificates as the Holder requests in order to perfect, preserve, and protect such liens and security interests.

3.3              Reconfirmation of Guarantees . Each Guarantor acknowledges the amendment and restatement of the Debenture pursuant to this Agreement and ratifies and confirms that the Subsidiary Guaranty executed by such Guarantor is not released, diminished, impaired, reduced, or otherwise adversely affected by such amendment and restatement and continues to guarantee and assure the full payment and performance of all present and future obligations under the A&R Debentures and the other Debenture Documents.

4.          Amendments to the Securities Purchase Agreement . As partial consideration for the Holder’s forbearance, effective upon the Effective Date, the Company and the Holder hereby agree that Section 4.4(b) of the Securities Purchase Agreement is deleted in its entirety.

5.          Conditions Precedent . This Agreement shall not become effective unless and until the date (the " Effective Date ") that each of the following conditions shall have been satisfied in the Holder’s sole discretion, unless waived in writing by the Holder:

5.1              Delivery of this Agreement . The Company and each Guarantor shall have delivered or caused to be delivered a duly executed copy of this Agreement.

5.2              Delivery of A&R Debenture . The Company shall have delivered a duly executed “ink original” copy of the A&R Debenture.

5.3              Delivery of Note . The Company shall have delivered a duly executed “ink original” copy of the Note. The Company acknowledges and agrees that, as of the Effective Date, the Existing Defaults under the Debenture shall apply to and constitute Existing Defaults under the Note.

5.4              Non-Accountable Expense Reimbursement . The Company shall have reimbursed the Holder the non-accountable sum of $37,500 for expenses by wire transfer of immediately available funds in accordance with the wire instructions set forth on Schedule A hereto by 12PM New York time on May 18, 2016.

5.5              Professional Fees and Other Expenses . The Company shall have paid to the Holder an expense reimbursement for the reasonable costs and expenses (including attorneys' fees) incurred in connection the Holder’s management of investment in the Debentures in amount equal to $28,000 by wire transfer of immediately available funds to Haynes & Boone LLP in accordance with the wire instructions set forth on Exhibit B hereto by 12PM New York time on May 18, 2016.

6.          JGB Forbearance .

6.1              Forbearance Period . Subject to compliance by Company and Guarantors with the terms and conditions of this Agreement, the Holder hereby agrees to forbear from exercising its rights and remedies against Company and the Guarantors under the Debenture Documents and the Note with respect to the Existing Defaults during the period (the " Forbearance Period ") commencing on the Effective Date and ending on the earlier to occur of (i) June 15, 2016 (which date shall be extended to June 30, 2016 in the event the Company receives an extension from NASDAQ until at least July 5, 2016, to comply with its listing requirements and the Common Stock continues to be listed and is trading (without any suspension) on the Principal Market), and (ii) the date that any Forbearance Default (as defined below) occurs. The Holder’s forbearance with respect to the Existing Defaults, as provided herein, shall immediately and automatically cease without notice or further action on the earlier to occur of clause (i) or (ii) of the preceding sentence (the " Termination Date "). On and from the Termination Date, the Holder may, in its sole discretion, exercise any and all remedies available to it under the Debenture Documents or the Note by reason of the continuation of the Existing Defaults.

6.2              Interest During Forbearance Period . For the avoidance of doubt, during the Forbearance Period, interest under the A&R Debenture and the Note shall accrue at 0.67% per annum.

6.3              Extension of Forbearance Period . In the sole discretion of the Holder and without obligation, after the Termination Date, the Holder may renew or extend the Forbearance Period, or grant additional forbearance periods.

6.4              Scope of Forbearance . During the Forbearance Period, the Holder will not solely on account of the Existing Defaults (i) accelerate the maturity of the Obligations or initiate proceedings to collect the Obligations or (ii) initiate proceedings to enforce the Subsidiary Guarantee. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, and for the avoidance of doubt, the Holder reserves all rights with respect to any Events of Default under the Debenture Documents and the Note other than the continuation of the Existing Defaults and does not agree to forbear, and does not forbear, during the Forbearance Period or otherwise, from taking any action or exercising any rights or remedies available to it under the Debenture Documents or the Note or at law or in equity in connection with any Event of Default other than solely the Existing Defaults.

7.          Right of First Offer .

7.1             Right of First Offer . Each time the Company proposes to raise any capital to refinance any indebtedness owed to Forward Investments LLC (the “ Forward Notes Refinancing ”), the Company shall first make an offering of such Forward Notes Refinancing in accordance with the following provisions of this Section 7.

7.2              Offer Notice . The Company shall give written notice (the “ Offer Notice ”) to the Holder stating the existence of the proposed Forward Notes Refinancing and specifying the material terms and conditions as known, agreed to or proposed at that time pursuant to which the Company proposes to enter into the Forward Notes Refinancing. The Offer Notice shall constitute the Company’s offer to the Holder to enter into the Forward Notes Refinancing with the Holder, which offer shall be irrevocable for a period of fifteen (15) days (the “ ROFO Notice Period ”). During the ROFO Notice Period, the Company will negotiate exclusively with the Holder and will not, directly or indirectly, solicit any offers from, respond to any unsolicited offers from, or enter into or conduct any discussions or negotiations with other financing sources.

7.3              Exercise of Right of First Offer . Upon receipt of the Offer Notice, the Holder shall have until the end of the ROFO Notice Period to elect to enter into the Forward Notes Refinancing by delivering a written notice (a “ ROFO Offer Notice ”) to the Company stating that it offers to enter into the Forward Notes Refinancing on the exact terms specified in the Offer Notice. If the Holder does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Holder shall be deemed to have waived all its rights to participate in the Forward Notes Refinancing under this Section 7, and the Company may, during the thirty (30) day period following the expiration of the ROFO Notice Period (the “ Waived ROFO Period ”), consummate the Forward Notes Refinancing with an independent third party on material terms and conditions no more favorable to the independent third party than those set forth in the Offer Notice. If the Company does not consummate the Forward Notes Refinancing within the Waived ROFO Transfer Period, the rights provided hereunder shall be deemed to be revived and the Forward Notes Refinancing shall not be offered to any person unless first re-offered to the Holder in accordance with this Section 7. A waiver of one Forward Notes Refinancing will not constitute a waiver on any other future Forward Notes Refinancing.

8.          Release of Claims and Waiver of Defenses . In further consideration of the Holder’s execution of this Agreement, Company and the Guarantors, on behalf of themselves and their successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents and attorneys hereby forever, fully, unconditionally and irrevocably waive and release the Holder and its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (collectively, the " Releasees ") from any and all claims, liabilities, obligations, debts, causes of action (whether at law or in equity or otherwise), defenses, counterclaims, setoffs, of any kind, whether known or unknown, whether liquidated or unliquidated, matured or unmatured, fixed or contingent, directly or indirectly arising out of, connected with, resulting from or related to any act or omission by the Holder or any other Releasee with respect to the Debenture Documents and the Note and any Collateral, other than the Holder’s or any Releasee's willful misconduct on or before the date of this Agreement (collectively, the " Claims "). The Company and the Guarantors further agree that neither Company nor any Guarantor shall commence, institute, or prosecute any lawsuit, action or other proceeding, whether judicial, administrative or otherwise, to collect or enforce any Claim.

9.          Forbearance Defaults . The occurrence of one or more of the following shall constitute a " Forbearance Default " under this Agreement: (1) Company or the Guarantors shall fail to abide by or observe any term, condition, covenant or other provision contained in this Agreement or any document related to or executed in connection with this Agreement; (2) a default or event of default shall occur under any Debenture Document or the Note or any document related to or executed in connection with this Agreement (other than the Existing Defaults); (3) any Guarantor ceases to exist or attempts to revoke or terminate its liability under its Subsidiary Guarantee, or challenges the validity or enforceability of its Subsidiary Guaranty, or denies any further liability or obligation thereunder; (4) the Company or any Guarantor: (a) becomes insolvent; (b) is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due; (c) (i) commences any case, proceeding or other action under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (ii) makes a general assignment for the benefit of its creditors; (d) has commenced against it in a court of competent jurisdiction any case, proceeding or other action of a nature referred to in clause (c) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, unstayed or unbonded for 10 days; or (e) ceases to conduct business in the ordinary course; (5) a tax lien, warrant or levy is imposed on the Company or any Collateral; (6) the Company, any Guarantor, or any of their respective creditors commences a case, proceeding or other action against the Holder relating to any of the Obligations, Collateral, Debenture Documents, the Note, this Agreement, or any action or omission by the Holder or its agents in connection with any of the foregoing; (7) any other creditor of Company or any Guarantor obtains a judgment against the Company or any Guarantor in excess of $250,000 seeking to collect any material debt, obligation or liability; (8) any representation or warranty of the Company or any Guarantor made herein shall be false, misleading or incorrect in any material respect when made; and/or (9) the Company or any Guarantor takes an action, or any event or condition occurs or exists, which the Holder reasonably believes in good faith is inconsistent in any material respect with any provision of this Agreement, or impairs, or is likely to impair, the prospect of payment or performance by Company of its obligations under this Agreement or any of the Debenture Documents or the Note.

10.        Remedies . Immediately upon the occurrence of a Forbearance Default: (1) the Forbearance Period shall immediately and automatically cease without notice or further action without notice to, or action by, any party, (2) the Holder shall be entitled to exercise any or all of its rights and remedies under the Debenture Documents, the Note, this Agreement, or any stipulations or other documents executed in connection with or related to this Agreement or any of the Debenture Documents or the Note, or applicable law, including, without limitation, the appointment of a receiver, (3) the Company and each Guarantor shall cooperate with the Holder’s repossession of all personal property Collateral, and the Company and each Guarantor shall immediately surrender to the Holder upon the Holder’s request, at the time and place designated by the Holder, all Collateral in its possession, and/or (4) the Holder may set off or apply to the payment of any or all of the Obligations and the obligations due to the Holder under the Note, any deposit balances, any or all of the Collateral or proceeds thereof.

11.        Representations, Warranties and Covenants .

11.1             The Company represents and warrants to the Holder that, as of the date hereof:

(a)          Other than the Existing Defaults, no Event of Default under the Debenture has occurred or is continuing.

(b)          The Company and each Guarantor has complied in all material respects with their respective obligations under the Transaction Documents.

(c)          Pursuant to Rule 144 promulgated under the Securities Act, the holding period of the A&R Debenture and the Conversion Shares tacks back to December 29, 2015. The Company agrees not to take a position contrary to this paragraph. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any legal opinions to the Holder or the Company’s transfer agent necessary to issue the Conversion Shares without restriction and not containing any restrictive legend without the need for any action by the Holder in connection with a sale of the Conversion Shares by the Holder.

(d)          All Conversion Shares issuable under the A&R Debenture may be issued without violating the rules and regulations of the NASDAQ Capital Market and without any requirement for stockholder approval.

11.2            In the event, at any time following the Effective Date, the Company’s representation in Section 11.1(d) of this Agreement is no longer true and correct, the Company shall take all actions necessary to allow the Conversion Shares to be issued in accordance with the terms of the A&R Debenture.

12.        Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the Company and the Holder, and each of their respective successors and assigns.

13.        Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The parties agree that the state and federal courts located in New York County, New York shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Agreement and the parties submit to the personal jurisdiction of such courts.

14.        Counterparts . This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

15.        Disclosure . Company confirms that neither it nor any other person or entity acting on its behalf has provided JGB or its counsel with any information that constitutes or might constitute material, nonpublic information. The Company will disclose the material terms of this Agreement and the transactions contemplated hereby by not later than 8 a.m. on May 20, 2016, or such earlier time as may be required by law, by means of a Current Report on Form 8-K filed with the Securities and Exchange Commission. Such Current Report on Form 8-K shall include as exhibits this Agreement, the A&R Debenture, and any other material agreement related to the foregoing. The Current Report on Form 8-K shall be subject to the prior review and comment of the Holder. From and after the filing of the Current Report on Form 8-K with the SEC, the Company acknowledges and agrees that the Holder shall not be in possession of any material, nonpublic information received from the Company, any Guarantor or any of their respective officers, directors, employees or agents.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ACKNOWLEDGED:

[GUARANTOR ACKNOWLEDGEMENT TO FORBEARANCE AND AMENDMENT AGREEMENT DATED MAY 17, 2016].

EXHIBIT A

11

Exhibit 10.2  

FORBEARANCE AND AMENDMENT AGREEMENT

This Waiver and Amendment Agreement (this "Agreement"), dated as of May 17, 2016, is made by and between JGB (Cayman) Concord Ltd. (the " Holder "), InterCloud Systems, Inc., a Delaware corporation (the " Company "), and VaultLogix, LLC, a Delaware limited liability company (“ VaultLogix ” and together with the Company, the Borrowers).

WHEREAS, the Holder and the Borrowers have entered into a Securities Exchange Agreement dated as of February 18, 2016 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the " Securities Exchange Agreement "), whereby the Borrowers issued and delivered to the Holder, and the Holder received from the Borrowers, an 8.25% Senior Secured Convertible Note in the original principal amount of $11,601,054.62 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “ Note ”);

WHEREAS, the outstanding principal balance owed by the Borrowers to the Holder under the Note is $11,601,054.62;

WHEREAS, as security for all of the indebtedness and obligations due to the Holder under the Note and the other Operative Documents (collectively, the " Obligations "), VaultLogix executed and delivered to the Holder a certain Security Agreement dated as of February 18, 2016 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the " Security Agreement "), granting to Holders a security interest in the collateral, as defined in the Security Agreement (the " Collateral ");

WHEREAS, the Borrowers are in default under the Note;

WHEREAS, the Borrowers have requested that the Holder forbear from exercising its rights and remedies under the Note and the other Operative Documents;

WHEREAS, the Holder is willing to forbear from exercising such rights and remedies for a limited period of time, provided that the Borrowers comply with the terms and conditions of this Agreement;

WHEREAS, in partial consideration of such forbearance, the Borrowers have agreed to amend the Securities Exchange Agreement, and amend and restate the Note;

WHEREAS, in partial consideration of such forbearance, and in replacement of substantial rights of the Holder foregone in connection with such forbearance and the amendment and restatement of the Note, and as an extension of the Company’s original obligations under the Note, the Borrowers have agreed to issue to the Holder a 0.67% Senior Secured Note made by the Borrowers as co-borrowers in substantially the form attached hereto as Exhibit A (the “ Senior Secured Note ”).

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.           Definitions . Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Note.

2.           Borrower Acknowledgments . The Borrowers acknowledge and agree that:

2.1       Defaults . The following Events of Default have occurred and are continuing under Section 8(a)(iii), Section 8(a)(iv), Section 8(a)(ix) and Section 8(a)(x) of the Note (collectively, the " Existing Defaults ").

2.2       Operative Documents . The Note, the Securities Exchange Agreement, the Security Agreement, the other Operative Documents and all other agreements, instruments and other documents executed in connection with or relating to the Obligations or the Collateral (the " Note Documents ") are legal, valid, binding and enforceable against the Borrowers in accordance with their terms.

2.3       Obligations . The Obligations are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever.

2.4       Collateral . The Holder has valid, enforceable and perfected security interests in and liens on the Collateral, as to which there are no setoffs, deductions, claims, counterclaims or defenses of any kind or character whatsoever.

2.5       Right to Accelerate Obligations . As a result of the Existing Defaults, the Holder has the right to accelerate the maturity and demand immediate payment of the Obligations.

2.6       Default Notice . The Borrowers hereby waive any rights to receive further notice of the Existing Defaults. All applicable cure periods relating to the Existing Defaults have lapsed.

2.7       Default Interest Rate . By reason of the Existing Defaults, the Holder has the right, as of April 13, 2016, to impose the default rate of interest under the Note. Effective April 13, 2016 through the Effective Date (as defined below), the interest rate under the Note was fifteen percent (15%) per annum.

2.8       No Waiver of Defaults . Except as expressly set forth herein, neither this Agreement, nor any actions taken in accordance with this Agreement or the Note Documents shall be construed as a waiver of or consent to the Existing Defaults or any other existing or future defaults under the Note Documents, as to which the Holder’s rights shall remain reserved.

2.9       Preservation of Rights and Remedies . Upon expiration of the Forbearance Period (as defined below), all of the Holder’s rights and remedies under the Note Documents and at law and in equity shall be available without restriction or modification, as if the forbearance had not occurred.

2.10     Holder Conduct . The Holder has fully and timely performed all of its obligations and duties in compliance with the Note Documents and applicable law, and has acted reasonably, in good faith and appropriately under the circumstances.

2.11     Purpose of Forbearance . The purpose of this Agreement is to provide the Company with a period of time to file its annual report on Form 10-K for the fiscal year ended December 31, 2015, and thereby cure the Existing Defaults.

2.12     Request to Forbear . The Borrowers have requested the Holder’s forbearance as provided herein, which shall inure to their direct and substantial benefit.

3.           Amendment and Restatement of the Note; Reconfirmation of Security Interest .

3.1       Amendment and Restatement . As partial consideration for the Holder’s forbearance, effective upon the Effective Date, the Note shall be amended and restated in its entirety in substantially the form attached hereto as Exhibit B (the “ A&R Note ”). Notwithstanding the amendment and restatement of the Note, the Borrowers acknowledge and agree that, as of the Effective Date, the Existing Defaults under the Note shall continue to constitute Existing Defaults under the A&R Note.

3.2       Reconfirmation of Liens and Security Interest . Nothing herein or the A&R Note shall impair or limit the continuation of the liens and security interests granted to the Holder under the Security Agreement, the other Security Documents (as defined in the Securities Exchange Agreement), or any deposit account control agreement with any depositary bank (collectively, the “ Security Instruments ”), which liens are continued in full force and effect pursuant to and as provided therein, and which liens secure all Obligations (as defined in the Security Agreement). In addition, VaultLogix agrees that all references to the “Obligations” in any Security Instrument includes the Senior Secured Note and all of the Borrowers’ obligations under the Senior Secured Note. VaultLogix agrees that any reference to the Note in any Security Instrument means the Note as amended and restated pursuant to this Agreement and the Senior Secured Note. VaultLogix acknowledges the continuing existence and priority of all liens and security interests granted, conveyed, and assigned pursuant to the Security Instruments to which it is a party, in accordance with such instruments, and agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file and record such additional documents and certificates as the Holder requests in order to perfect, preserve, and protect such liens and security interests.

4.           Amendments to the Securities Exchange Agreement . As partial consideration for the Holder’s forbearance, effective upon the Effective Date, the Borrowers and the Holder hereby agree that Section 4.4(b) of the Securities Exchange Agreement is deleted in its entirety.

5.           Conditions Precedent . This Agreement shall not become effective unless and until the date (the " Effective Date ") that each of the following conditions shall have been satisfied in the Holder’s sole discretion, unless waived in writing by the Holder:

5.1       Delivery of this Agreement . The Borrowers shall have delivered or caused to be delivered a duly executed copy of this Agreement.

5.2       Delivery of A&R Note . The Borrowers shall have delivered a duly executed “ink original” copy of the A&R Note.

5.3       Delivery of Senior Secured Note . The Borrowers shall have delivered a duly executed “ink original” copy of the Senior Secured Note. The Borrowers acknowledge and agree that, as of the Effective Date, the Existing Defaults under the Note shall apply to and constitute Existing Defaults under the Senior Secured Note.

5.4       Non-Accountable Expense Reimbursement . The Company shall have reimbursed the Holder the non-accountable sum of $37,500 for expenses by wire transfer of immediately available funds in accordance with the wire instructions set forth on Schedule A hereto by 12PM New York time on May 18, 2016.

5.5       Professional Fees and Other Expenses . The Company shall have paid to the Holder an expense reimbursement for the reasonable costs and expenses (including attorneys' fees) incurred in connection with the Holder’s management of investment in the Note in amount equal to $28,000 by wire transfer of immediately available funds to Haynes & Boone LLP in accordance with the wire instructions set forth on Schedule B hereto by 12PM New York time on May 18, 2016.

6.           JGB Forbearance .

6.1       Forbearance Period . Subject to compliance by the Borrowers with the terms and conditions of this Agreement, the Holder hereby agrees to forbear from exercising its rights and remedies against the Borrowers under the Note Documents and the Senior Secured Note with respect to the Existing Defaults during the period (the " Forbearance Period ") commencing on the Effective Date and ending on the earlier to occur of (i) June 15, 2016 (which date shall be extended to June 30, 2016 in the event the Company receives an extension from NASDAQ until at least July 5, 2016, to comply with its listing requirements and the Common Stock continues to be listed and is trading (without any suspension) on the Principal Market), and (ii) the date that any Forbearance Default (as defined below) occurs. The Holder’s forbearance with respect to the Existing Defaults, as provided herein, shall immediately and automatically cease without notice or further action on the earlier to occur of clause (i) or (ii) of the preceding sentence (the " Termination Date "). On and from the Termination Date, the Holder may, in its sole discretion, exercise any and all remedies available to it under the Note Documents or the Senior Secured Note by reason of the continuation of the Existing Defaults.

6.2       Interest During Forbearance Period . For the avoidance of doubt, during the Forbearance Period, interest under the A&R Note and the Senior Secured Note shall accrue at 0.67% per annum.

6.3       Extension of Forbearance Period . In the sole discretion of the Holder and without obligation, after the Termination Date, the Holder may renew or extend the Forbearance Period, or grant additional forbearance periods.

6.4       Scope of Forbearance . During the Forbearance Period, the Holder will not solely on account of the Existing Defaults accelerate the maturity of the Obligations or initiate proceedings to collect the Obligations. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, and for the avoidance of doubt, the Holder reserves all rights with respect to any Events of Default under the Note Documents and the Senior Secured Note other than the continuation of the Existing Defaults and does not agree to forbear, and does not forbear, during the Forbearance Period or otherwise, from taking any action or exercising any rights or remedies available to it under the Note Documents or the Senior Secured Note or at law or in equity in connection with any Event of Default other than solely the Existing Defaults.

7.           Right of First Offer .

7.1       Right of First Offer . Each time the Company proposes to raise any capital to refinance any indebtedness owed to Forward Investments LLC (the “ Forward Notes Refinancing ”), the Company shall first make an offering of such Forward Notes Refinancing in accordance with the following provisions of this Section 7.

7.2       Offer Notice . The Company shall give written notice (the “ Offer Notice ”) to the Holder stating the existence of the proposed Forward Notes Refinancing and specifying the material terms and conditions as known, agreed to or proposed at that time pursuant to which the Company proposes to enter into the Forward Notes Refinancing. The Offer Notice shall constitute the Company’s offer to the Holder to enter into the Forward Notes Refinancing with the Holder, which offer shall be irrevocable for a period of fifteen (15) days (the “ ROFO Notice Period ”). During the ROFO Notice Period, the Company will negotiate exclusively with the Holder and will not, directly or indirectly, solicit any offers from, respond to any unsolicited offers from, or enter into or conduct any discussions or negotiations with other financing sources.

7.3       Exercise of Right of First Offer . Upon receipt of the Offer Notice, the Holder shall have until the end of the ROFO Notice Period to elect to enter into the Forward Notes Refinancing by delivering a written notice (a “ ROFO Offer Notice ”) to the Company stating that it offers to enter into the Forward Notes Refinancing on the exact terms specified in the Offer Notice. If the Holder does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Holder shall be deemed to have waived all its rights to participate in the Forward Notes Refinancing under this Section 7, and the Company may, during the thirty (30) day period following the expiration of the ROFO Notice Period (the “ Waived ROFO Period ”), consummate the Forward Notes Refinancing with an independent third party on material terms and conditions no more favorable to the independent third party than those set forth in the Offer Notice. If the Company does not consummate the Forward Notes Refinancing within the Waived ROFO Transfer Period, the rights provided hereunder shall be deemed to be revived and the Forward Notes Refinancing shall not be offered to any person unless first re-offered to the Holder in accordance with this Section 7. A waiver of one Forward Notes Refinancing will not constitute a waiver on any other future Forward Notes Refinancing.

8.           Release of Claims and Waiver of Defenses . In further consideration of the Holder’s execution of this Agreement, the Borrowers, on behalf of themselves and their successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents and attorneys hereby forever, fully, unconditionally and irrevocably waive and release the Holder and its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (collectively, the " Releasees ") from any and all claims, liabilities, obligations, debts, causes of action (whether at law or in equity or otherwise), defenses, counterclaims, setoffs, of any kind, whether known or unknown, whether liquidated or unliquidated, matured or unmatured, fixed or contingent, directly or indirectly arising out of, connected with, resulting from or related to any act or omission by the Holder or any other Releasee with respect to the Note Documents and the Senior Secured Note and any Collateral, other than the Holder’s or any Releasee's willful misconduct on or before the date of this Agreement (collectively, the " Claims "). The Borrowers further agree that neither Borrower shall commence, institute, or prosecute any lawsuit, action or other proceeding, whether judicial, administrative or otherwise, to collect or enforce any Claim.

9.           Forbearance Defaults . The occurrence of one or more of the following shall constitute a " Forbearance Default " under this Agreement: (1) the Borrowers shall fail to abide by or observe any term, condition, covenant or other provision contained in this Agreement or any document related to or executed in connection with this Agreement; (2) a default or event of default shall occur under any Note Document or the Senior Secured Note or any document related to or executed in connection with this Agreement (other than the Existing Defaults); (3) any Borrower: (a) becomes insolvent; (b) is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due; (c) (i) commences any case, proceeding or other action under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (ii) makes a general assignment for the benefit of its creditors; (d) has commenced against it in a court of competent jurisdiction any case, proceeding or other action of a nature referred to in clause (c) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, unstayed or unbonded for 10 days; or (e) ceases to conduct business in the ordinary course; (4) a tax lien, warrant or levy is imposed on any Borrower or any Collateral; (5) any Borrower or any of their respective creditors commences a case, proceeding or other action against the Holder relating to any of the Obligations, Collateral, Note Documents, the Senior Secured Note, this Agreement, or any action or omission by the Holder or its agents in connection with any of the foregoing; (6) any other creditor of any Borrower obtains a judgment against any Borrower in excess of $250,000 seeking to collect any material debt, obligation or liability; (7) any representation or warranty of any Borrower made herein shall be false, misleading or incorrect in any material respect when made; and/or (8) any Borrower takes an action, or any event or condition occurs or exists, which the Holder reasonably believes in good faith is inconsistent in any material respect with any provision of this Agreement, or impairs, or is likely to impair, the prospect of payment or performance by the Borrowers of its obligations under this Agreement or any of the Note Documents or the Senior Secured Note.

10.         Remedies . Immediately upon the occurrence of a Forbearance Default: (1) the Forbearance Period shall immediately and automatically cease without notice or further action without notice to, or action by, any party, (2) the Holder shall be entitled to exercise any or all of its rights and remedies under the Note Documents, the Senior Secured Note, this Agreement, or any stipulations or other documents executed in connection with or related to this Agreement or any of the Note Documents or the Senior Secured Note, or applicable law, including, without limitation, the appointment of a receiver, (3) the Borrowers shall cooperate with the Holder’s repossession of all personal property Collateral, and the Borrowers shall immediately surrender to the Holder upon the Holder’s request, at the time and place designated by the Holder, all Collateral in its possession, and/or (4) the Holder may set off or apply to the payment of any or all of the Obligations and the obligations due to the Holder under the Senior Secured Note, any deposit balances, any or all of the Collateral or proceeds thereof.

11.        Representations, Warranties and Covenants .

11.1    The Borrowers represent and warrant to the Holder that, as of the date hereof:

(a)        Other than the Existing Defaults, no Event of Default under the Note has occurred or is continuing.

(b)        Each Borrower has complied in all material respects with their respective obligations under the Operative Documents.

(c)        Pursuant to Rule 144 promulgated under the Securities Act, the holding period of the A&R Note and the Conversion Shares tacks back to June 16, 2015. The Borrowers agree not to take a position contrary to this paragraph. The Borrowers agree to take all actions, including, without limitation, the issuance by its legal counsel of any legal opinions to the Holder or the Company’s transfer agent necessary to issue the Conversion Shares without restriction and not containing any restrictive legend without the need for any action by the Holder in connection with a sale of the Conversion Shares by the Holder.

(d)        All Conversion Shares issuable under the A&R Note may be issued without violating the rules and regulations of the NASDAQ Capital Market and without any requirement for stockholder approval.

11.2    In the event, at any time following the Effective Date, the Borrowers’ representation in Section 11.1(d) of this Agreement is no longer true and correct, the Borrowers’ shall take all actions necessary to allow the Conversion Shares to be issued in accordance with the terms of the A&R Note.

12.        Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the Borrowers and the Holder, and each of their respective successors and assigns.

13.       Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The parties agree that the state and federal courts located in New York County, New York shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Agreement and the parties submit to the personal jurisdiction of such courts.

14.        Counterparts . This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

15.        Disclosure . Company confirms that neither it nor any other person or entity acting on its behalf has provided JGB or its counsel with any information that constitutes or might constitute material, nonpublic information. The Company will disclose the material terms of this Agreement and the transactions contemplated hereby by not later than 8 a.m. on May 20, 2016, or such earlier time as may be required by law, by means of a Current Report on Form 8-K filed with the Securities and Exchange Commission. Such Current Report on Form 8-K shall include as exhibits this Agreement, the A&R Note, and any other material agreement related to the foregoing. The Current Report on Form 8-K shall be subject to the prior review and comment of the Holder. From and after the filing of the Current Report on Form 8-K with the SEC, the Company acknowledges and agrees that the Holder shall not be in possession of any material, nonpublic information received from the Company, VaultLogix or any of their respective officers, directors, employees or agents.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

9

Exhibit 10.3

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: December 29, 2015

Original Conversion Price (subject to adjustment herein): $0.80

$7,500,000

SECOND AMENDED AND RESTATED

SENIOR SECURED CONVERTIBLE DEBENTURE

DUE MAY 31, 2019

THIS SECOND AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE due May 31, 2019 (this “ Debenture ”) is made by InterCloud Systems, Inc., a Delaware corporation, (the “ Company ”), having its principal place of business at 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702, and amends and restates the 10% Original Issue Discount Senior Secured Convertible Debenture (as subsequently amended and restated, amended and otherwise modified) originally issued pursuant to that certain Securities Purchase Agreement (the “ Purchase Agreement ”), dated December 29, 2015, by and between the Holder (as defined below) and the Company.

FOR VALUE RECEIVED, the Company promises to pay in cash to JGB (Cayman) Waltham Ltd. or its registered assigns (the “ Holder ”), or shall have paid pursuant to the terms hereunder, the principal sum of $7,500,000 on May 31, 2019 (the “ Maturity Date ”) or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof. As of May 17, 2016, the date of this amendment and restatement, the outstanding principal balance of this Debenture is $6,100,000 and the accrued and unpaid interest thereon is $42,616.44. This Debenture is subject to the following additional provisions:

Section 1 .           Definitions . For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

“ 0.67% Notes ” means the Amended and Restated Senior Secured Convertible Note of the Company issued to JGB (Cayman) Concord Ltd., as may be subsequently amended, restated, modified and supplemented. 

“ Alternate Consideration ” shall have the meaning set forth in Section 5(d).

“ Applicable Interest Rate ” means an annual rate equal to 0.67%, and, in any event, following the occurrence and during the continuance of an Event of Default, an annual rate equal to three percent (3%).

“ Bankruptcy Event ” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing, or (h) the Company or any Significant Subsidiary is or will be unable to pay its debts generally as they become due.

“ Beneficial Ownership Limitation ” shall have the meaning set forth in Section 4(d).

“ Blocked Account ” shall have the meaning set forth in Section 7(f).

“ Blocked Account Agreement ” shall have the meaning set forth in Section 7(f).

“ Bloomberg ” means Bloomberg, L.P.

“ Board of Directors ” means the board of directors of the Company.

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

“ Buy-In ” shall have the meaning set forth in Section 4(c)(v).

“ Change of Control Transaction ” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (other than by means of conversion or exercise of the Debenture and the Securities issued together with the Debenture), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“ Common Stock ” means the common stock of the Company, $0.0001 par value per share.

“ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Consolidated EBITDA ” means, for any period, for the Company and Guarantors (as defined in the Purchase Agreement) on a consolidated basis, an amount equal to the net income (on a consolidated basis) of the Company and the Guarantors for such period plus (a) the following to the extent deducted in calculating such net income: (i) all interest and premium payments of the Company and the Guarantors in connection with borrowed money actually paid by the Company and the Guarantors in such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Company and the Guarantors for such period, (iii) depreciation and amortization expense and (iv) other non-recurring expenses of the Company and the Guarantors reducing net income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such net income: (i) Federal, state, local and foreign income tax credits of the Company and the Guarantors for such period and (ii) all non-cash items increasing net income for such period. For the avoidance of doubt, the calculation of Consolidated EBITDA shall exclude, for all purposes, Vaultlogix, Data Protection Services, LLC, U.S. Data Security Acquisition, LLC and U.S. Data Security Corporation.

“ Conversion Date ” shall have the meaning set forth in Section 4(a).

“ Conversion Price ” shall have the meaning set forth in Section 4(b).

“ Conversion Schedule ” means the Conversion Schedule in the form of Schedule 1 attached hereto.

“ Conversion Shares ” means, collectively, the shares of Common Stock issuable upon conversion of this Debenture in accordance with the terms hereof.

“ DACA ” means each Deposit Account Control Agreement, dated as of the date hereof, by and between the Company or Subsidiary, as applicable, PNC Bank, National Association and the Holder.

“ Debenture Register ” shall have the meaning set forth in Section 2(d).

“ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction or by way of a merger) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person, excluding any sales of inventory in the ordinary course of business on ordinary business terms.

“ Distributions ” shall have the meaning set forth in Section 5(c).

“ Dollar Volume Amount ” means, with respect to any Trading Day, seven percent (7%) of the aggregate dollar trading volume of the Common Stock on the Principal Market (or other applicable Trading Market) over the twenty (20) consecutive Trading Days immediately prior to such Trading Day. For the purposes of this definition the term “dollar trading volume” for any Trading Day shall be determined by multiplying the VWAP by the volume as reported on Bloomberg for such Trading Day.

“ DTC ” means the Depository Trust Company.

“ Equity Conditions ” means, during the period in question, (a) the Company shall have duly honored all conversions occurring by virtue of one or more Notices of Conversions, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Debenture, (c) all of the Conversion Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, provided, however, this condition shall not be deemed satisfied (1) during any Rule 12b-25 extension period with respect to any quarterly or annual report of the Company that is not filed by the prescribed due date for such quarterly or annual report (without giving effect to any extension period) or (2) during any period that the Company is not in compliance with the current public information requirements under Rule 144 or any information requirements of paragraph (i) of Rule 144, (d) the Common Stock is trading on a Trading Market and all of the Conversion Shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future) and the issuance of such Conversion Shares would not violate the rules and regulations of any such Trading Market, (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the Conversion Shares then issuable pursuant to this Debenture, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the Conversion Shares in question to the Holder would not violate the limitations set forth in Section 4(d) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Company that constitutes, or may constitute, material non-public information, and (j) the Common Stock is DTC eligible and the Company and its transfer agent is participating in DTC’s Fast Automated Securities Transfer Program.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Event of Default ” shall have the meaning set forth in Section 8(a).

“ FGI Litigation ” means InterCloud Systems, Inc., TNS Inc, Integration Partners – NY Corporation, ADEX Corporation, AW Solutions, Inc., as plaintiffs, against Faunus Group, Inc., Index No. 652720/2015, Supreme Court of the State of New York, New York County, and any other litigation, proceeding or action arising out of the same facts and circumstances in dispute in the foregoing.

“ Forced Conversion ” shall have the meaning set forth in Section 6(b).

“ Forced Conversion Amount ” shall have the meaning set forth in Section 6(b).

“ Forced Conversion Notice ” shall have the meaning set forth in Section 6(b).

“ Forced Conversion Period ” shall have the meaning set forth in Section 6(b).

“ Fundamental Transaction ” shall have the meaning set forth in Section 5(d).

“ Holder Redemption Amount ” shall have the meaning set forth in Section 6(a).

“ Holder Redemption Notice ” shall have the meaning set forth in Section 6(a).

“ Holder Redemption Payment Date ” shall have the meaning set forth in Section 6(a).

“ Holder Redemption Right ” shall have the meaning set forth in Section 6(a).

“ Indebtedness ” shall include (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate hedging agreements, interest rate swaps or other financial products, (c) all capital or equipment lease obligation or purchase money security interests, (d) all obligations or liability secured by a Lien (except for Liens described in clauses (a) and (b) of the definition of Permitted Liens) on any asset of the Company, irrespective of whether such obligation or liability is assumed), and (e) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other person or entity.

“ Investments ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition (including by merger) of Equity Interests of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.

“ Late Fees ” shall have the meaning set forth in Section 2(c).

“ Mandatory Default Amount ” means the sum of (a) 105% of the outstanding principal amount of this Debenture plus 100% of accrued and unpaid interest thereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of this Debenture.

“ Monthly Allowance ” shall have the meaning set forth in Section 6(a).

“ New York Courts ” shall have the meaning set forth in Section 9(d).

“ Notice of Conversion ” shall have the meaning set forth in Section 4(a).

“ Original Issue Date ” means December 29, 2015, regardless of any transfers of any Debenture or amendments to the Debenture and regardless of the number of instruments which may be issued to evidence such Debenture.

“ Permitted Indebtedness ” means (a) the indebtedness evidenced by the Debentures, (b) lease obligations and purchase money indebtedness of up to $250,000, in the aggregate, incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets, (c) Subordinated Indebtedness, (d) Indebtedness outstanding on the Original Issue Date and identified on Schedule A hereto, and (e) the 0.67% Note.

“ Permitted Lien ” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens incurred in connection with Permitted Indebtedness under clause (a) thereunder, (d) Liens incurred in connection with Permitted Indebtedness under clause (b) thereunder, provided that such Liens are not secured by assets of the Company or its Subsidiaries other than the assets so acquired or leased, (e) Liens existing on the Original Issue Date and identified on Schedule B hereto; and (f) the purported Lien against the assets of the Company in favor Faunus Group International, Inc., provided that the purported Indebtedness, claims and/or other liabilities secured thereby do not exceed $750,000 in the aggregate and, provided, further that such Lien is terminated by not later than June 30, 2016 and the FGI Litigation shall be dismissed, settled or finally adjudicated by such date.

“ Person ” means any natural person, corporation, partnership, limited liability company, limited liability partnership, joint venture, trust, association, company, or other entity, and any governmental authority or self-regulatory organization.

“ Principal Market ” means the Nasdaq Capital Market or such other Trading Market where the Common Stock is then listed or quoted.

“ Purchase Rights ” shall have the meaning set forth in Section 5(b).

“ Secured Debt Obligation ” means, on any date of determination, the aggregate outstanding principal amount of the Debenture plus all accrued and unpaid interest thereon plus all other amounts, costs, expenses and liquidated damages due in respect of the Debentures as of such date.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Share Delivery Date ” shall have the meaning set forth in Section 4(c)(ii).

“ Special Payment Date ” shall have the meaning set forth in Section 2(e).

“ Subordination Agreement(s) ” shall have the meaning given in the Securities Purchase Agreement.

“ Subordinated Indebtedness ” means unsecured Indebtedness of the Company (i) with a maturity at least 90 days after the Maturity Date, (ii) where the Company is not obligated to make any payments thereunder (other than in shares of Common Stock) until a date that is at least 90 days after the Maturity Date, and (iii) that is subject to a subordination agreement with terms and conditions satisfactory to the Holder in its sole discretion.

“ Successor Entity ” shall have the meaning set forth in Section 5(d).

“ Threshold Period ” shall have the meaning set forth in Section 6(b).

“ Threshold Price ” shall have the meaning set forth in Section 6(b).

“ Trading Day ” means a day on which the principal Trading Market is open for trading.

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the Principal Market (or any successors to any of the foregoing).

“ Vaultlogix ” means Vaultlogix, LLC, a wholly-owned Subsidiary of the Company.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (local time in New York City, New York) to 4:00 p.m. (local time in New York City, New York)), (b) if the Common Stock is not then listed or quoted for trading on a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority of the then outstanding principal amount of the Debentures and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“ Working Capital ” means, as of any date of determination, (i) the Company’s and each Guarantor’s cash on deposit in a bank account subject to a DACA and the Blocked Account and (ii) the amount of the Company’s and each Guarantor’s accounts receivables which are not more than ninety (90) days past due and the proceeds thereof, upon collection, would be deposited into a bank account subject to a DACA, provided, for purposes hereof, the following shall be excluded from the calculation of Working Capital: (i) any accounts receivable of Vaultlogix, Data Protection Services, LLC, U.S. Data Security Acquisition, LLC, and U.S. Data Security Corporation (ii) any accounts receivable for which an invoice has not been presented to the account debtor, (iii) any accounts receivable where the account debtor is an Affiliate of the Company or any Subsidiary, (iv) any accounts receivable that are more than sixty (60) days past due, and (iv) any accounts receivable payable by an account debtor that is owed any monetary obligation by the Company or any Subsidiary.

Section 2 .           Interest; Late Fees; Prepayment .

a)           Payment of Interest in Cash . The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the Applicable Interest Rate, payable monthly in arrears as of the last Trading Day of each calendar month and on the Maturity Date (if any such date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day) in cash.

b)           Interest Calculations . Interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed, and shall accrue daily commencing on May __, 2016, until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of this Debenture (the “ Debenture Register ”).

c)           Late Fee . All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of fifteen percent (15%) per annum or the maximum rate permitted by applicable law (the “ Late Fees ”) which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.

d)           Prepayment . The Company may not prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder.

e)           Special Payment . The Company shall pay to the Holder an additional amount equal to seven and one-half percent (7.5%) of the outstanding principal amount on this Debenture on each of May 31, 2017, May 31, 2018 and May 31, 2019 (“ Special Payment Date ”); provided, however, if the VWAP for the Common Stock was never below the Conversion Price for any five (5) consecutive Trading Days during the twelve month (12) period preceding a Special Payment Date, then no such amount shall be due and payable pursuant to this Section 2(e) for such Special Payment Date. For the avoidance of doubt, the foregoing constitutes an additional special payment, and is not in lieu of any payment of interest or principal due under this Note. For the avoidance of doubt, the payment hereunder is in addition to all outstanding principal and accrued and unpaid interest and not in reduction thereof.

Section 3.            Registration of Transfers and Exchanges .

a)           Different Denominations . This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

b)           Investment Representations . This Debenture may be transferred or exchanged only in compliance with applicable federal and state securities laws and regulations.

c)           Reliance on Debenture Register . Prior to due presentment for transfer to the Company of this Debenture, the Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 4.            Conversion .

a)           Voluntary Conversion . At any time, and from time to time, until this Debenture is no longer outstanding, this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “ Notice of Conversion ”), specifying therein the principal amount of this Debenture to be converted and the date on which such conversion shall be effected (such date, the “ Conversion Date ”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

b)           Conversion Price . The conversion price in effect on any Conversion Date shall be equal to $ 0.80 , subject to adjustment herein (the “ Conversion Price ”).

c)           Mechanics of Conversion .

i.           Conversion Shares Issuable Upon Conversion of Principal Amount . The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

ii.          Delivery of Certificate Upon Conversion . Not later than three (3) Trading Days after each Conversion Date (the “ Share Delivery Date ”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after June 29, 2016, shall be free of restrictive legends and trading restrictions (other than those which may be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Debenture and (B) a wire transfer of immediately available funds in the amount of accrued and unpaid interest. On or after June 29, 2016, the Company shall deliver any certificate or certificates required to be delivered by the Company under this Section 4(c) electronically through DTC without any restrictive legends provided that (i) the Company is in compliance with the current public information requirements of Rule 144 and (ii) the Holder has delivered to the Company a broker representation letter that the shares of Common Stock represented by such certificates have been sold pursuant to Rule 144. The Company shall cause, at its own expense, Pryor Cashman LLP to provide any legal opinions required to deliver shares free of restrictive legends pursuant to this Section 4(c).

iii.         Failure to Deliver Certificates . If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

iv.          Obligation Absolute; Partial Liquidated Damages . The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided , however , that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to this Section 4(c) by the second Trading Day following the Share Delivery Date, the Company shall pay to the Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5 ^th ) Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion; provided, however, if the Company has failed to deliver a certificate or certificates pursuant to this Section 4(c) by the Share Delivery Date more than twice in any twelve (12) month period, then such partial liquidated damages shall begin to accrue on the Share Delivery Date. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

v.           Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion . In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “ Buy-In ”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Debenture as required pursuant to the terms hereof.

vi.          Reservation of Shares Issuable Upon Conversion . The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth herein and in the Purchase Agreement) be issuable upon the conversion of the then outstanding principal amount of this Debenture. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.

vii.         Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Debenture. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

viii.        Transfer Taxes and Expenses . The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for processing of any Notice of Conversion and all fees to DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

d)           Holder’s Conversion Limitations . The Company shall not effect any conversion of this Debenture, and a Holder shall not have the right to convert any portion of this Debenture, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Debenture is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Debenture may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Debenture is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Debenture held by the Holder. The Holder, upon not less than sixty one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Debenture held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase or decrease will not be effective until the sixty first (61 ^st ) day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Debenture.

Section 5 .           Certain Adjustments .

a)           Stock Dividends and Stock Splits . If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, this Debenture), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b)           Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete Conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c)           Pro Rata Distributions . During such time as this Debenture is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a " Distribution "), at any time after the issuance of this Debenture, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Debenture (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution ( provided , however , to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)           Fundamental Transaction . If, at any time while this Debenture is outstanding, (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 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 fifty percent (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 fifty percent (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) (each a “ Fundamental Transaction ”), then, upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Debenture), the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Debenture is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Debenture). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Debenture and the other Transaction Documents in accordance with the provisions of this Section 5(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Debenture, deliver to the Holder in exchange for this Debenture a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Debenture which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Debenture (without regard to any limitations on the conversion of this Debenture) prior to such Fundamental Transaction, and with a conversion price which applies the Conversion Price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Debenture immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Debenture and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Debenture and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

e)           Calculations . All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

f)           Notice to the Holder .

i.           Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii.          Notice to Allow Conversion by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 6 .           Optional Redemption at the Election of the Holder; Forced Conversion .           

a)          Commencing on May 17, 2016, the Holder shall have the right, at its option, to require the Company to redeem in cash up to one hundred sixty nine thousand four hundred forty five dollars ($169,445) of the outstanding principal amount of this Debenture plus accrued and unpaid interest thereon (the “ Monthly Allowance ”) per calendar month (the “ Holder Redemption Right ”). The Holder may exercise its Holder Redemption Right for a calendar month, at any time and from time to time, during such calendar month, by sending one or more written notices, the form of which is attached hereto as Annex B (each a “ Holder Redemption Notice ”), to the Company by not later than 11:59:59 P.M. (local time in New York City, New York) on the last Trading Day of such calendar month, which Holder Redemption Notices shall specify the principal amount to be redeemed and the amount of accrued and unpaid interest thereon (the “ Holder Redemption Amount ”). The Company shall promptly, but in any event no more than three (3) Trading Days after the date that the Holder delivers a Holder Redemption Notice to the Company (the “ Holder Redemption Payment Date ”), pay the applicable Holder Redemption Amount to the Holder in cash by wire transfer of immediately available funds. For the avoidance of doubt, the Holder and the Company agree that the Holder may deliver more than one Holder Redemption Notice during a calendar month provided that the sum of the Holder Redemption Amounts set forth in all of the Holder Redemption Notices delivered during such calendar month does not exceed the Monthly Allowance. Notwithstanding the preceding sentence, in the event that the Company settles or compromises the FGI Litigation or a judgment is entered against the Company in in the FGI Litigation, in any case, for an amount in excess of $150,000 (such amount in excess of $150,000, the “ FGI Resolution Amount ”), the Holder shall have the right, at the Holder’s option, to require the Company to redeem pursuant to this Section 6(a) an additional amount equal to the FGI Resolution Amount, in whole or in part, at any time and from time to time, and the Company acknowledges that in such event, that the aggregate Holder Redemption Amount set forth in all of the Holder Redemption Notices delivered during a calendar month may exceed the Monthly Allowance until the FGI Resolution Amount is reduced to zero.

b)           Forced Conversion . If, at any time after July 1, 2016, (i) the VWAP for Common Stock equals or exceeds two hundred percent (200%) of the Conversion Price (the “ Threshold Price ”) for any five (5) consecutive Trading Days (the “ Threshold Period ”), and (ii) the Equity Conditions have been satisfied on each Trading Day during the Threshold Period and each of the ten (10) consecutive Trading Days immediately prior to the first day of the Threshold Period, then the Company shall have the option, within two (2) Trading Days after the end of any such Threshold Period, to deliver a written notice to the Holder (a “ Forced Conversion Notice ”) to cause the Holder to convert, pursuant to Section 4 hereof, a principal amount of this Debenture (a “ Forced Conversion ”), during the thirty (30) Trading Day period after the Holder’s receipt of the Forced Conversion Notice (the “ Forced Conversion Period ”), equal to the lesser of [(1) the Dollar Volume Amount for date of the Forced Conversion Notice and (2) two million dollars ($2,000,000) (such lesser amount, the “ Forced Conversion Amount ”); provided, however, if the Equity Conditions cease to be satisfied at any time during the Forced Conversion Period or the VWAP for the Common Stock on any Trading Day during the Forced Conversion Period is less than the Threshold Price, then the Holder shall be under no further obligation with respect to such Forced Conversion. The Holder shall effect any Forced Conversion by delivering one or more Notices of Conversions pursuant to Section 4 at any time, and from time to time, during the applicable Forced Conversion Period, for an aggregate principal amount equal to the Forced Conversion Amount. For the avoidance of doubt, the Company may deliver more than one Forced Conversion Notice during the term of this Debenture, provided, that it may not deliver a Forced Conversion Notice during any Forced Conversion Period unless there is no further Forced Conversion Amount that is as yet unconverted. For the further avoidance of doubt, nothing in this Section 6(b) shall be deemed to limit the Holder’s right to voluntarily convert all or any portion of this Debenture, at any time, and from time to time, in accordance with Section 4, and the Holder may submit Notices of Conversion for a principal amount of this Debenture in excess of the Forced Conversion Amount during any Forced Conversion Period. The Company will not deliver a Forced Conversion Notice hereunder unless it also delivers a Forced Conversion Notice under the 0.67% Note.

Section 7 .           Covenants .

a)          As long as any portion of this Debenture remains outstanding, unless the Holder shall have otherwise given prior written consent, the Company shall not, and shall not permit any of the Subsidiaries to, directly or indirectly:

i.          other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

ii.         other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

iii.        make or hold any Investments, including making any Investment in a Subsidiary that is not a Guarantor;

iv.        Dispose of any of its assets other than the sale of inventory in the ordinary course of business consistent with past practices;

v.         amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder;

vi.         merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person or otherwise suffer or permit a Change of Control Transaction or Fundamental Transaction;

vii.        repay, repurchase or offer to repay, repurchase or otherwise acquire any Equity Securities;

viii.       repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness other than (i) the Debentures and (ii) payments by the Company in the form of shares of Common Stock permitted by the Subordination Agreements; provided that, subject to Section 7 of that certain Forbearance and Amendment Agreement dated as of May 17, 2016, by and between the Holder and the Company, the Company may refinance the Indebtedness payable to Forward Investments, LLC (but for the avoidance of doubt, may not repay Forward Investments, LLC in cash with any cash on hand or other general funds of the Company or any of its Subsidiaries);

ix.         pay cash dividends or distributions on any Equity Securities;

x.          create any new Subsidiary unless such Subsidiary is promptly added as a Guarantor and promptly executes a joinder to the Subsidiary Guaranty and Security Agreement;

xi.         enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval);

xii.        enter into any agreement with respect to any of the foregoing.

b)           Consolidated EBITDA Covenant . The Company shall maintain as of the last day of each fiscal quarter (commencing with the quarter ended March 31, 2016), Consolidated EBITDA for the trailing three (3) month period then ended on such day in an amount equal to or greater than $0.01.

c)           Working Capital Covenant . The Company shall maintain at all times (tested as of the end of each calendar quarter upon delivery of a compliance certificate for each such calendar quarter as provided in Section 7(d)), a ratio of Working Capital to Secured Debt Obligation of not less than 2.00:1.00.

d)           Compliance Certificate . Immediately following the filing of its Quarterly Report on Form 10-Q for any fiscal quarter and, with respect to any fourth fiscal quarter, its Annual Report on Form 10-K, and commencing with the fiscal quarter ending on March 31, 2016, the Company shall deliver to the Holder a compliance certificate containing a calculation of its Consolidated EBITDA and the ratio of Working Capital to Secured Debt Obligation, in each case, for such fiscal quarter. Such compliance certificate shall not contain any material, non-public information and shall be derived solely the Company’s publicly available financial information. If any Quarterly Report on Form 10-Q or Annual Report on Form 10-K required to be filed by the Company is not filed by the expiration of any Rule 12b-25 extension period, the Company shall be deemed to have breached the covenants contained in Section 7(b) and Section 7(c).

e)           DACAs . The Company shall keep all deposit account control agreements with PNC Bank, National Association and Iberia Bank in continuous effect until the Debentures have been indefeasibly repaid in full. The Company shall cause the Holder to have online view access to all bank accounts with PNC Bank, National Association and Iberia Bank. Neither the Company nor any Subsidiary shall have any deposit accounts that are not subject to a deposit account control agreement in favor the Holder.

f)           Blocked Account . The Company shall, at all times while this Debenture remains outstanding, maintain on deposit in a segregated account of the Company (separate from and exclusive of any accounts of any Subsidiary of the Company) at PNC Bank, National Association (the “ Blocked Account ”) an amount of unencumbered cash equal to the lesser of (x) $4,000,000 and (y) the outstanding principal amount of this Debenture. Such account shall be subject to a deposit account control agreement which shall be in substantially the form of PNC Bank, National Association’s hard account agreement and otherwise acceptable to the Holder (the “ Blocked Account Agreement ”). For the avoidance of doubt, after such time that the outstanding principal amount of this Debenture is less than $4,000,000, the Holder shall, on a weekly basis, provided that no Event of Default has occurred and is continuing and that after giving effect to such instructions the Company will be in compliance with Section 7(c), provide written instructions in accordance with the Blocked Account Agreement with respect to the Blocked Account to wire transfer any funds in excess of the outstanding principal amount of this Debenture to an account of the Company identified to the Holder in writing. In no event shall the Blocked Account be subject to any Liens (including any Permitted Liens) other than the Liens of the Holder. At any time and so long as the ratio of Working Capital to Secured Debt Obligation is not less than 2.00:1.00 for two consecutive calendar quarters, then the Holder may, in its sole and absolute discretion, reduce the amount required to be maintained on deposit in the Blocked Account to such lesser amount as the Holder may determine in its sole and absolute discretion.

Section 8 .             Events of Default .

a)          “ Event of Default ” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i.          any default in the payment of (A) the principal amount of any Debenture or (B) interest, liquidated damages and other amounts owing to a Holder on any Debenture, as and when the same shall become due and payable, in any case, whether on a Conversion Date, the Maturity Date or Holder Redemption Date or by acceleration or otherwise;

ii.         the Company shall fail to observe or perform any other covenant or agreement contained in this Debenture (other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (viii) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such failure sent by the Holder or by any other Holde r to the Company and (B) ten (10) Trading Days after the Company has become or should have become aware of such failure; provided, that any failure to observe or perform any provision of Sections 7 shall be an immediate Event of Default without any grace period;

iii.        a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) or any material breach shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi) below);

iv.         any repres entation or warranty made in this Debenture, any other Transaction Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

v.          the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;

vi.         the Company or any Subsidiary (including Vaultlogix, Data Protection Services, LLC, U.S. and Data Security Acquisition, LLC) shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $250,000, whether such Indebtedness now exists or shall hereafter be created, and (b) results in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

vii.        (a) the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five (5) Trading Days, (b) the shares of Common Stock are suspended from trading or otherwise not listed or quoted for trading on a Trading Market for five (5) Trading Days (which need not be consecutive) during any twelve (12) month period, or (c) the shares of Common Stock are suspended from trading or otherwise not listed or quoted for trading on a Trading Market for three (3) consecutive Trading Days;

viii.       the Company shall fail for any reason to deliver certificates to a Holder prior to the second Trading Day after a Share Delivery Date or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of this Debenture in accordance with the terms hereof;

ix.         the Company or any Guarantor shall breach any agreement delivered to the initial Holders pursuant to Section 2.2 of the Purchase Agreement;

x.          a Public Information Failure occurs and continues uncured for ten (10) consecutive Trading Days;

xi.         the electronic transfer by the Company of shares of Common Stock through DTC or another established clearing corporation is no longer available or is subject to a “chill”;

xii.        any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $500,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of forty five (45) calendar days;

xiii.       an Event of Default (as defined therein) occurs and is continuing under the 0.67% Note;

xiv.        the Company or PNC Bank, National Association fails to comply with its obligations under the Blocked Account Agreement or notifies the Holder of its intention to not comply with the terms of the Blocked Account Agreement;

xv.         PNC Bank, National Association closes, or notifies the Holder and/or the Company of its intention to close, the Blocked Account; or

xvi.        PNC Bank, National Association terminates, or notifies the Holder and/or the Company of its intention to terminate, the Blocked Account Agreement.

b)           Remedies Upon Event of Default . If any Event of Default occurs, the outstanding principal amount of this Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount; provided, that such acceleration shall be automatic, without any notice or other action of the Holder required, in respect of an Event of Default occurring pursuant to clause (v) of Section  8(a). For the avoidance of doubt, in no event shall the Mandatory Default Amount (or any portion thereof) be payable in shares of Common Stock. Upon the payment in full of the Mandatory Default Amount in cash, the Holder shall promptly surrender this Debenture to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Debenture until such time, if any, as the Holder receives full payment pursuant to this Section 8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 9 .            Miscellaneous .

a)           Notices . Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number, email address, or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(a).  Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service addressed to the Holder at the facsimile number or email address or address of the Holder appearing on the books of the Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement.  Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) (or such later time expressly specified elsewhere in this Debenture) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) (or such later time expressly specified elsewhere in this Debenture) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

b)           Absolute Obligation . Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company.

c)           Lost or Mutilated Debenture . If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory to the Company.

d)           Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), 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 such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Debenture 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 other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Debenture or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Debenture, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e)           Amendments; Waivers . No provision herein may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the holders of the Debentures then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Debenture shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

f)           Severability . If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Debenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

g)           Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief .  The remedies provided in this Debenture shall be cumulative and in addition to all other remedies available under this Debenture and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Debenture.  The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Debenture.

h)           Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

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

j)           Secured Obligation . The obligations of the Company under this Debenture are secured by all assets of the Company pursuant to the Security Agreement, dated as of December 29, 2015 between the Grantors (as defined therein) and the Secured Parties (as defined therein).

*********************

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties below have caused this Debenture to be duly executed by a duly authorized officer as of this 17 ^th day of May, 2016.

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the Second Amended and Restated Senior Convertible Debenture of InterCloud Systems, Inc., a Delaware corporation (the “ Company ”), into shares of common stock (the “ Common Stock ”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Conversion calculations:

ANNEX B

HOLDER REDEMPTION NOTICE

The undersigned hereby exercises its right to require the Company to redeem the Second Amended and Restated Senior Secured Convertible Debenture due May 31, 2019 (the “ Debenture ”) of InterCloud Systems, Inc., a Delaware corporation (the “ Company ”), in accordance with Section 6(a) of the Debenture.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Conversion calculations:          

Schedule 1

CONVERSION SCHEDULE

The Second Amended and Restated Senior Convertible Debenture in the aggregate principal amount of $7,500,000 are issued by InterCloud Systems, Inc., a Delaware corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture.

Dated:

Exhibit 10.4  

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: June 16, 2015

Conversion Price (subject to adjustment herein): $0.80

$11,601,054.62

AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE

DUE MAY 31, 2019

THIS AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE is the duly authorized and validly issued Amended and Restated Senior Secured Convertible Note of InterCloud Systems, Inc., a Delaware corporation, (the “ Company ”), and VaultLogix, LLC, a Delaware limited liability company (“ VaultLogix ” and together with the Company, the “ Borrowers ”), each having its principal place of business at 1030 Broad Street, Suite 102, Shrewsbury, NJ 07702 (this “ Note ”). This Note is deemed issued pursuant to the Securities Exchange Agreement (the “ Securities Exchange Agreement ”), dated February 18, 2016, by and among the Holder (as defined below) and the Borrowers, and amends and restated the Note originally issued pursuant to the Securities Exchange Agreement on February 18, 2016.

FOR VALUE RECEIVED, the Borrowers, jointly and severally as co-borrowers, promise to pay to JGB (Cayman) Concord Ltd. or its registered assigns (the “ Holder ”), or shall have paid pursuant to the terms hereunder, the principal sum of $11,601,054.62 in cash on May 31, 2019 (the “ Maturity Date ”) or such earlier date as this Note is required to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. As of May 17, 2016, the date of this amendment and restatement, the outstanding principal balance of this Note is $11,601,054.62 and the accrued and unpaid interest thereon is $82,174.13. This Note is subject to the following additional provisions:

Section 1 .         Definitions . For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Securities Exchange Agreement and (b) the following terms shall have the following meanings:

“ 0.67% Debenture ” means the Second Amended and Restated Senior Secured Convertible Debentures of the Company issued to JGB (Cayman) Waltham Ltd, as may be subsequently amended, restated, modified and supplemented.

“ Alternate Consideration ” shall have the meaning set forth in Section 5(d).

“ Applicable Interest Rate ” means an annual rate equal to 0.67%, and, in any event, following the occurrence and during the continuance of an Event of Default, an annual rate equal to three percent (3%).

“ Bankruptcy Event ” means any of the following events: (a) a Borrower or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to such Borrower or any Significant Subsidiary thereof, (b) there is commenced against a Borrower or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) a Borrower or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) a Borrower or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) a Borrower or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) a Borrower or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) a Borrower or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing, or (h) a Borrower or any Significant Subsidiary thereof is or will be unable to pay its debts generally as they become due.

“ Beneficial Ownership Limitation ” shall have the meaning set forth in Section 4(d).

“ Bloomberg ” means Bloomberg, L.P.

“ Board of Directors ” means the board of directors or equivalent governing body of a Borrower.

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

“ Buy-In ” shall have the meaning set forth in Section 4(c)(v).

“ Change of Control Transaction ” means the occurrence after May 17, 2016 of (a) an acquisition after May 17, 2016 by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of Equity Interests of a Borrower, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of a Borrower (other than by means of Conversion of this Note), (b) a Borrower merges into or consolidates with any other Person, or any Person merges into or consolidates with a Borrower and, after giving effect to such transaction, the stockholders of such Borrower immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of such Borrower or the successor entity of such transaction, (c) a Borrower sells or transfers all or substantially all of its assets to another Person and the stockholders of such Borrower immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on May 17, 2016 (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on May 17, 2016), or (e) the execution by a Borrower of an agreement to which such Borrower is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“ Commission ” means the Securities and Exchange Commission.

“ Common Stock ” means the common stock of the Company, $0.0001 par value per share.

“ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Conversion ” shall have the meaning ascribed to such term in Section 4(a).

“ Conversion Date ” shall have the meaning set forth in Section 4(a).

“ Conversion Price ” shall have the meaning set forth in Section 4(b).

“ Conversion Schedule ” means the Conversion Schedule in the form of Schedule 1 attached hereto.

“ Conversion Shares ” means, collectively, the shares of Common Stock issuable pursuant to this Note upon Conversion of this Note.

“ DACA ” means the Deposit Account Control Agreement, dated as February 18, 2016, by and between VaultLogix, PNC Bank, National Association and the Holder.

“ Deposit Account ” means the deposit account of VaultLogix maintained at PNC Bank, National Association and subject to the DACA.

“ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction or by way of a merger) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person, excluding any sales of inventory in the ordinary course of business on ordinary business terms.

“ Dollar Volume Amount ” means, with respect to any Trading Day, thirteen percent (13%) of the aggregate dollar trading volume of the Common Stock on the Principal Market (or other applicable Trading Market) over the twenty (20) consecutive Trading Days immediately prior to such Trading Day. For the purposes of this definition the term “dollar trading volume” for any Trading Day shall be determined by multiplying the VWAP by the volume as reported on Bloomberg for such Trading Day.

“ DTC ” means the Depository Trust Company.

“ Equity Conditions ” means, during the period in question, (a) the Borrowers shall have duly honored all Conversions scheduled to occur or occurring by virtue of one or more Notices of Conversions of the Holder, if any, (b) the Borrowers shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c) all of the Conversion Shares issuable pursuant to this Note may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Holder, provided, however, this condition shall not be deemed satisfied (1) during any Rule 12b-25 extension period with respect to any quarterly or annual report of the Company that is not filed by the prescribed due date for such quarterly or annual report (without giving effect to any extension period) or (2) during any period that the Company is not in compliance with the current public information requirements under Rule 144, including any public information requirements of paragraph (i) of Rule 144, (d) the Common Stock is trading on a Trading Market and all of the Conversion Shares issuable pursuant to this Note are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future) and the issuance of such Conversion Shares would not violate the rules and regulations of any such Trading Market, (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the Conversion Shares then issuable pursuant to this Note, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the Conversion Shares in question to the Holder would not violate the limitations set forth in Section 4(d) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the Holder is not in possession of any information provided by a Borrower or any person acting on their behalf that constitutes, or may constitute, material non-public information, and (j) the Common Stock is DTC eligible and the Company’s transfer agent is participating in DTC’s Fast Automated Securities Transfer Program.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Event of Default ” shall have the meaning set forth in Section 8(a).

“ Forced Conversion ” shall have the meaning set forth in Section 6(b).

“ Forced Conversion Amount ” shall have the meaning set forth in Section 6(b).

“ Forced Conversion Notice ” shall have the meaning set forth in Section 6(b).

“ Forced Conversion Period ” shall have the meaning set forth in Section 6(b).

“ Fundamental Transaction ” shall have the meaning set forth in Section 5(d).

“ Holder Redemption Amount ” shall have the meaning set forth in Section 6(a).

“ Holder Redemption Notice ” shall have the meaning set forth in Section 6(a).

“ Holder Redemption Payment Date ” shall have the meaning set forth in Section 6(a).

“ Holder Redemption Right ” shall have the meaning set forth in Section 6(a).

“ Indebtedness ” shall include (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate hedging agreements, interest rate swaps or other financial products, (c) all capital or equipment lease obligation or purchase money security interests, (d) all obligations or liability secured by a Lien (except for Liens described in clause (a) of the definition of Permitted Liens) on any asset of a Borrower, irrespective of whether such obligation or liability is assumed), and (e) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other person or entity.

“ Investments ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition (including by merger) of Equity Interests of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.

“ Late Fees ” shall have the meaning set forth in Section 2(c).

“ Mandatory Default Amount ” means the sum of (a) 105% of the outstanding principal amount of this Note plus 100% of accrued and unpaid interest thereon and (b) all other amounts, costs, expenses and liquidated damages due in respect of this Note.

“ Monthly Allowance ” shall have the meaning set forth in Section 6(a).

“ New York Courts ” shall have the meaning set forth in Section 9(d).

“ Note Register ” shall have the meaning set forth in Section 2(d).

“ Notice of Conversion ” shall have the meaning set forth in Section 4(a).

“ Obligations ” shall have the meaning set forth in Section 9(k).

“ Original Issue Date ” means June 16, 2015, regardless of any transfers of this Note or amendments to this Note and regardless of the number of instruments which may be issued to evidence this Note.

“ Permitted Indebtedness ” means (a) the indebtedness evidenced by this Note and (b) the 0.67% Debenture.

“ Permitted Lien ” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Borrowers) have been established in accordance with GAAP and which in do not exceed $10,000 in the aggregate and (c) Liens for the benefit of the Holder.

“ Person ” means any natural person, corporation, partnership, limited liability company, limited liability partnership, joint venture, trust, association, company, or other entity, and any governmental authority or self-regulatory organization.

“ Principal Market ” means the Nasdaq Capital Market or such other Trading Market where the Common Stock is then listed or quoted.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Share Delivery Date ” shall have the meaning set forth in Section 4(c)(ii).

“ Special Payment Date ” shall have the meaning set forth in Section 2(e).

“ Subsidiaries ” as to any Person, means any corporation, partnership, limited liability company, joint venture, trust or estate of or in which more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class of such corporation may have voting power upon the happening of a contingency), (b) the interest in the capital or profits of such partnership, limited liability company, or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled through one or more intermediaries, or both, by such Person.

“ Successor Entity ” shall have the meaning set forth in Section 5(d).

“ Threshold Period ” shall have the meaning set forth in Section 6(b).

“ Threshold Price ” shall have the meaning set forth in Section 6(b).

“ Trading Day ” means a day on which the Principal Market is open for trading.

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the Principal Market (or any successors to any of the foregoing).

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (local time in New York City, New York) to 4:00 p.m. (local time in New York City, New York)), (b) if the Common Stock is not then listed or quoted for trading on a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders and reasonably acceptable to the Borrowers, the fees and expenses of which shall be paid by the Borrowers.

Section 2 .         Interest .

a)        Payment of Interest in Cash . The Borrowers shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the Applicable Interest Rate, payable monthly in arrears as of the last Trading Day of each calendar month and on the Maturity Date (if any such date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day) in cash.

b)        Interest Calculations . Interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made.

c)        Late Fee . All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of fifteen percent (15%) per annum or the maximum rate permitted by applicable law (the “ Late Fees ”) which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.

d)        Prepayment . The Borrowers may not prepay all or any portion of this Note without the prior written consent of the Holder.

e)        Special Payment . The Company shall pay to the Holder an additional amount equal to seven and one-half percent (7.5%) of the outstanding principal amount on this Note on each of May 31, 2017, May 31, 2018 and May 31, 2019 (“ Special Payment Date ”); provided, however, if the VWAP for the Common Stock was never below the Conversion Price for any five (5) consecutive Trading Days during the twelve month (12) period preceding a Special Payment Date, then no such amount shall be due and payable pursuant to this Section 2(e) for such Special Payment Date. For the avoidance of doubt, the foregoing constitutes an additional special payment, and is not in lieu of any payment of interest or principal due under this Note. For the avoidance of doubt, the payment hereunder is in addition to all outstanding principal and accrued and unpaid interest and not in reduction thereof.

Section 3.           Registration of Transfers and Exchanges .

a)         Different Denominations . This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

b)         Investment Representations . This Note may be transferred or exchanged only in compliance with applicable federal and state securities laws and regulations.

c)          Reliance on Note Register . Prior to due presentment for transfer to the Borrowers of this Note, the Borrowers and any agent of the Borrowers may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and none of the Borrowers nor any such agent shall be affected by notice to the contrary.

Section 4.           Conversion .

a)          Voluntary Conversion . At any time and from time to time until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock (subject to the limitations set forth in Section 4(d) hereof) at the option of the Holder as provided herein. The Holder shall effect conversions (each a “ Conversion ”) by delivering to the Borrowers a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “ Notice of Conversion ”), specifying therein the principal amount of this Note to be converted and the date on which such Conversion shall be effected (such date, the “ Conversion Date ”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect Conversions hereunder, the Holder shall not be required to physically surrender this Note to the Borrowers unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable Conversion. The Holder and the Borrowers shall maintain records showing the principal amount(s) converted and the date of such Conversion(s). In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following Conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

b)         Conversion Price . The conversion price in effect on any Conversion Date shall be equal to $ 0.80 , subject to adjustment herein (the “ Conversion Price ”).

c)        Mechanics of Conversion .

i.            Conversion Shares Issuable Upon Conversion of Principal Amount . The number of Conversion Shares issuable upon a Conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted by (y) the Conversion Price.

ii.           Delivery of Certificate Upon Conversion . Not later than three (3) Trading Days after each Conversion Date (the “ Share Delivery Date ”), the Borrowers shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note and (B) a wire transfer of immediately available funds in the amount of accrued and unpaid interest. The Borrowers shall deliver any certificate or certificates required to be delivered by the Borrowers under this Section 4(c) electronically through DTC without any restrictive legends provided that (i) the Company is in compliance with the current public information requirements of Rule 144 and (ii) the Holder has delivered to the Borrowers a broker representation letter that the shares of Common Stock represented by such certificates have been sold pursuant to Rule 144. The Borrowers shall cause, at their own expense, Pryor Cashman LLP to provide any legal opinions required to deliver shares free of restrictive legends pursuant to this Section 4(c).

iii.          Failure to Deliver Certificates . If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Borrowers at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Borrowers shall promptly return to the Holder any original Note delivered to the Borrowers and the Holder shall promptly return to the Borrowers the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

iv.         Obligation Absolute; Partial Liquidated Damages . The Borrowers’ obligations to issue and deliver the Conversion Shares upon Conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrowers or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrowers to the Holder in connection with the issuance of such Conversion Shares; provided , however , that such delivery shall not operate as a waiver by the Borrowers of any such action the Borrowers may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the Borrowers may not refuse Conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining Conversion of all or part of this Note shall have been sought and obtained, and the Borrowers post a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Borrowers shall issue Conversion Shares or, if applicable, cash, upon a properly noticed Conversion. If the Borrowers fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the second Trading Day following the Share Delivery Date, the Borrowers shall pay to the Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5 ^th ) Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Share Delivery Date until such certificates are delivered or Holder rescinds such Conversion; provided, however, if the Borrowers have failed to deliver a certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date more than twice in any twelve (12) month period, then such partial liquidated damages shall begin to accrue on the Share Delivery Date. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Borrowers’ failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

v.          Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion . In addition to any other rights available to the Holder, if the Borrowers fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the Conversion relating to such Share Delivery Date (a “ Buy-In ”), then the Borrowers shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the Conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted Conversion (in which case such Conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Borrowers had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted Conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Borrowers shall be required to pay the Holder $1,000. The Holder shall provide the Borrowers written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Borrowers, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrowers’ failure to timely deliver certificates representing shares of Common Stock upon Conversion of this Note as required pursuant to the terms hereof.

vi.         Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the Conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such Conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

vii.        Transfer Taxes and Expenses . The issuance of certificates for shares of the Common Stock on Conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Borrowers shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon Conversion in a name other than that of the Holder of this Note so converted and the Borrowers shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Borrowers the amount of such tax or shall have established to the satisfaction of the Borrowers that such tax has been paid. The Borrowers shall pay all Transfer Agent fees required for processing of any Notice of Conversion and all fees to DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

d)         Holder’s Conversion Limitations . The Borrowers shall not effect any Conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the Conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Borrowers each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Borrowers shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Conversion of this Note held by the Holder. The Holder, upon not less than sixty one (61) days’ prior notice to the Borrowers, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase or decrease will not be effective until the sixty first (61 ^st ) day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

Section 5 .          Certain Adjustments .

a)         Stock Dividends and Stock Splits . If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, this Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b)         Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete Conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c)         Pro Rata Distributions . During such time as this Note is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a " Distribution "), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete Conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution ( provided , however , to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)         Fundamental Transaction . If, at any time while this Note is outstanding, (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 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 fifty percent (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 fifty percent (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) (each a “ Fundamental Transaction ”), then, upon any subsequent Conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such Conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the Conversion of this Note), the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the Conversion of this Note). For purposes of any such Conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any Conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Note and the other Operative Documents in accordance with the provisions of this Section 5(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon Conversion of this Note (without regard to any limitations on the Conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the Conversion Price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Operative Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Operative Documents with the same effect as if such Successor Entity had been named as the Company herein.

e)         Calculations . All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

f)          Notice to the Holder .

i.           Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii.           Notice to Allow Conversion by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of Conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 6 .          Optional Redemption at the Election of the Holder; Forced Conversion .

(a)       Commencing on May 17, 2016, the Holder shall have the right, at its option, to require the Company to redeem in cash up to three hundred twenty two thousand two hundred fifty two dollars ($322,252) of the outstanding principal amount of this Note plus accrued and unpaid interest thereon (the “ Monthly Allowance ”) per calendar month (the “ Holder Redemption Right ”). The Holder may exercise its Holder Redemption Right for a calendar month, at any time and from time to time, during such calendar month, by sending one or more written notices, the form of which is attached hereto as Annex B (each a “ Holder Redemption Notice ”), to the Company by not later than 11:59:59 P.M. (local time in New York City, New York) on the last Trading Day of such calendar month, which Holder Redemption Notices shall specify the principal amount to be redeemed and the amount of accrued and unpaid interest thereon (the “ Holder Redemption Amount ”). The Company shall promptly, but in any event no more than three (3) Trading Days after the date that the Holder delivers a Holder Redemption Notice to the Company (the “ Holder Redemption Payment Date ”), pay the applicable Holder Redemption Amount to the Holder in cash by wire transfer of immediately available funds. For the avoidance of doubt, the Holder and the Company agree that the Holder may deliver more than one Holder Redemption Notice during a calendar month provided that the sum of the Holder Redemption Amounts set forth in all of the Holder Redemption Notices delivered during such calendar month does not exceed the Monthly Allowance.

(b)       Forced Conversion . If, at any time after July 1, 2016, (i) the VWAP for Common Stock equals or exceeds two hundred percent (200%) of the Conversion Price (the “ Threshold Price ”) for any five (5) consecutive Trading Days (the “ Threshold Period ”), and (ii) the Equity Conditions have been satisfied on each Trading Day during the Threshold Period and each of the ten (10) consecutive Trading Days immediately prior to the first day of the Threshold Period, then the Company shall have the option, within two (2) Trading Days after the end of any such Threshold Period, to deliver a written notice to the Holder (a “ Forced Conversion Notice ”) to cause the Holder to convert, pursuant to Section 4 hereof, a principal amount of this Note (a “ Forced Conversion ”), during the thirty (30) Trading Day period after the Holder’s receipt of the Forced Conversion Notice (the “ Forced Conversion Period ”), equal to the lesser of (1) the Dollar Volume Amount on the date of the Forced Conversion Notice and (2) two million dollars ($2,000,000) (such lesser amount, the “ Forced Conversion Amount ”); provided, however, if the Equity Conditions cease to be satisfied at any time during the Forced Conversion Period or the VWAP for the Common Stock on any Trading Day during the Forced Conversion Period is less than the Threshold Price, then the Holder shall be under no further obligation with respect to such Forced Conversion. The Holder shall effect any Forced Conversion by delivering one or more Notices of Conversions pursuant to Section 4 at any time, and from time to time, during the applicable Forced Conversion Period, for an aggregate principal amount equal to the Forced Conversion Amount. For the avoidance of doubt, the Company may deliver more than one Forced Conversion Notice during the term of this Note, provided, that it may not deliver a Forced Conversion Notice during any Forced Conversion Period unless there is no further Forced Conversion Amount that is as yet unconverted. For the further avoidance of doubt, nothing in this Section 6(b) shall be deemed to limit the Holder’s right to voluntarily convert all or any portion of this Note, at any time, and from time to time, in accordance with Section 4, and the Holder may submit Notices of Conversion for a principal amount of this Note in excess of the Forced Conversion Amount during any Forced Conversion Period. The Company will not deliver a Forced Conversion Notice hereunder unless it also delivers a Forced Conversion Notice under the 0.67% Note.

Section 7 .         Covenants .

a)        As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, VaultLogix shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

i.           other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

ii.          other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

iii.         make or hold any Investments;

iv.        Dispose of any of its assets other than the sale of inventory in the ordinary course of business consistent with past practices;

v.         amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder;

vi.        merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person or otherwise suffer or permit a Change of Control Transaction; or

vii.       repay, repurchase or offer to repay, repurchase or otherwise acquire any of its Equity Interests;

viii.      repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness other than this Note;

ix.         pay cash dividends or distributions on any of its Equity Interests

x.          enter into any transaction with any Affiliate of a Borrower which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval); or

xi.         enter into any agreement with respect to any of the foregoing.

b)        As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, the Company shall not suffer or permit a Change of Control Transaction or enter into any agreement with respect thereto.

c)         DACA . The Company shall, at all times while this Note remains outstanding, maintain on deposit in the Deposit Account an amount of unencumbered cash equal to one hundred five percent (105%) the outstanding principal amount of this Note. Such account shall be subject to the DACA at all times. The Holder shall, on a weekly basis, provided that no Event of Default has occurred and is continuing and that after giving effect to such instructions no Event of Default would reasonably be expected to occur, provide written instructions with respect to the Deposit Account to PNC Bank, National Association, in accordance with the DACA, to wire transfer any funds in excess of one hundred five percent (105%) of the outstanding principal amount of this Note to an account of Vaultlogix identified to the Holder in writing. In no event shall the Deposit Account be subject to any Liens (including any Permitted Liens) other than the Liens of the Holder.

Section 8 .         Events of Default .

a)        “ Event of Default ” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i.           any default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due and payable, in any case, whether on a Conversion Date, the Maturity Date or Holder Redemption Date or by acceleration or otherwise;

ii.          a Borrower shall fail to observe or perform any other covenant or agreement contained in this Note (other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon Conversion, which breach is addressed in clause (viii) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) ten (10) Trading Days after a Borrower has become or should have become aware of such failure; provided, that any failure to observe or perform Section 7 shall be an immediate Event of Default without any grace period;

iii.         a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) or any material breach shall occur under (A) any of the Operative Documents or (B) any other material agreement, lease, document or instrument to which a Borrower or any Subsidiary thereof is obligated (and not covered by clause (vi) below);

iv.        any representation or warranty made in this Note, any other Operative Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

v.         a Borrower or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof shall be subject to a Bankruptcy Event;

vi.        a Borrower or any Subsidiary thereof shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $250,000, whether such Indebtedness now exists or shall hereafter be created, and (b) results in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

vii.       (a) the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five (5) Trading Days, (b) the shares of Common Stock are suspended from trading or otherwise not listed or quoted for trading on a Trading Market for five (5) Trading Days (which need not be consecutive) during any twelve (12) month period, or (c) the shares of Common Stock are suspend from trading or otherwise not listed or quoted for trading on a Trading Market for three (3) consecutive Trading Days;

viii.      the Borrowers shall fail for any reason to deliver certificates to a Holder prior to the second Trading Day after a Share Delivery Date or a Borrower shall provide at any time notice to the Holder, including by way of public announcement, of its intention to not honor requests for conversions of this Note in accordance with the terms hereof;

ix.         an Event of Default (as defined therein) occurs and is continuing under the 0.67% Debenture;

x.          a Public Information Failure occurs and continues uncured for ten (10) consecutive Trading Days;

xi.         the electronic transfer by the Company of shares of Common Stock through DTC or another established clearing corporation is no longer available or is subject to a “chill”;

xii.        any monetary judgment, writ or similar final process shall be entered or filed against a Borrower, any Subsidiary or any of their respective property or other assets for more than $500,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of forty five (45) calendar days;

xiii.       VaultLogix or PNC Bank, National Association fails to comply with its obligations under the DACA or notifies the Holder of its intention to not comply with terms of the DACA;

xiv.       PNC Bank, National Association closes, or notifies the Holder and/or the Borrowers of its intention to close, the Deposit Account; or

xv.        PNC Bank, National Association terminates, or notifies the Holder and/or the Borrowers of its intention to terminate, the DACA.

b)         Remedies Upon Event of Default . If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount; provided, that such acceleration shall be automatic, without any notice or other action of the Holder required, in respect of an Event of Default occurring pursuant to clause (v) of Section  8(a). For the avoidance of doubt, in no event shall the Mandatory Default Amount be payable in shares of Common Stock. Upon the payment in full of the Mandatory Default Amount in cash, the Holder shall promptly surrender this Note to or as directed by the Borrowers. In connection with such acceleration described herein, the Holder need not provide, and the Borrowers hereby waive, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of this Note until such time, if any, as the Holder receives full payment pursuant to this Section 8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 9 .         Miscellaneous .

a)         Notices . Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Borrowers, at the address set forth above, or such other facsimile number, email address, or address as the Borrowers may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(a).  Any and all notices or other communications or deliveries to be provided by the Borrowers hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service addressed to the Holder at the facsimile number or email address or address of the Holder appearing on the books of the Borrowers, or if no such facsimile number or email attachment or address appears on the books of the Borrowers, at the principal place of business of such Holder, as set forth in the Securities Exchange Agreement.  Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) (or such later time expressly specified elsewhere in this Note) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) (or such later time expressly specified elsewhere in this Note) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

b)         Absolute Obligation . Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Borrowers, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Borrowers.

c)         Lost or Mutilated Note . If this Note shall be mutilated, lost, stolen or destroyed, the Borrowers shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Borrowers.

d)         Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Operative Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Operative Documents), 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 such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note 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 other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e)         Amendments; Waivers . No provision herein may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Borrowers and the Holder, or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

f)          Severability . If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Borrowers covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Borrowers from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Borrowers (to the extent it may lawfully do so) hereby expressly waive all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

g)         Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief .  The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Operative Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Borrowers to comply with the terms of this Note.  The Borrowers covenant to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Borrowers (or the performance thereof). Each Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. Each Borrower therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. Each Borrower shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm each Borrower’s compliance with the terms and conditions of this Note.

h)         Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

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

j)          Secured Obligation . The obligations of the Borrowers under this Note are secured by the collateral identified in the Security Agreement, dated as of February 18, 2016, between the Debtors (as defined therein) and the Holder.

k)         Reservation of Shares . The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth herein and in the Purchase Agreement) be issuable upon the conversion of the then outstanding principal amount of this Note. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.

l)          Co-Borrowers .

i.           Borrowers are jointly and severally liable for all of the indebtedness, obligations, and liabilities of the Borrowers now or hereafter existing under this Note and the Operative Documents, whether for principal, interest, fees, expenses, indemnification or otherwise (the “ Obligations ”) and the Holder may proceed against one Borrower to enforce the Obligations without waiving its right to proceed against the other Borrower. This Note and the Operative Documents are a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the Holder and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of the principal amount of this Note were advanced to such Borrower. The Holder may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers. Each Borrower appoints each other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of all Borrowers. This authorization cannot be revoked, and the Holder need not inquire as to one Borrower’s authority to act for or on behalf of another Borrower.

ii.          Notwithstanding any other provision of this Note or any other Operative Document, each Borrower irrevocably waives, until all Obligations are paid in full, all rights that it may have at law or in equity (including, without limitation, any law subrogating a Borrower to the rights of the Holder under this Note or any other Operative Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by a Borrower with respect to the Obligations in connection with the Operative Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by a Borrower with respect to the Obligations in connection with the Operative Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for the Holder and such payment shall be promptly delivered to the Holder for application to the Obligations, whether matured or unmatured.

iii.         Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase a Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices and demands to which Borrower would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. The Holder’s failure at any time to require strict performance by any Borrower of any provision of this Note or the other Operative Documents shall not waive, alter or diminish any right of the Holder thereafter to demand strict compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of the Holder that changes the scope of such Borrower’s risks hereunder. Each Borrower hereby waives any right to assert against the Holder any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have against another Borrower or any other Person liable to the Holder with respect to the Obligations in any manner or whatsoever.

iv.        The liability of the Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which the Holder may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations. Without notice to any given Borrower and without affecting the liability of any given Borrower hereunder, the Holder may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to any other Borrower by written agreement with such other Borrower, (ii) grant other indulgences to another Borrower in respect of the Obligations, (iii) modify in any manner any documents relating to the Obligations with respect to any other Borrower by written agreement with such other Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any obligations of any guarantor, endorser or other Person who is now or may hereafter be liable with respect to any of the Obligations.

*********************

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties below have caused this Note to be duly executed by a duly authorized officer as of this 17 ^th day of May, 2016.

ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the Amended and Restated Senior Secured Convertible Note due May 31, 2019 of InterCloud Systems, Inc., a Delaware corporation (the “ Company ”), and VaultLogix, LLC, a Delaware limited liability company (“VaultLogix” and together with the Company, the “ Borrowers ”), into shares of common stock (the “ Common Stock ”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Borrowers in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Borrowers that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Schedule 1

CONVERSION SCHEDULE

The Amended and Restated Senior Secured Convertible Note due on May 31, 2019, in the aggregate principal amount of $11,601,054.62 is issued by InterCloud Systems, Inc., a Delaware corporation, and VaultLogix, LLC, a Delaware limited liability company. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.

Dated:

Exhibit 10.5

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

InterCloud Systems, Inc.
$2,745,000 0.67% Senior Secured Note

Issuance Date: May 17, 2016
Original Principal Amount: $2,745,000

FOR VALUE RECEIVED, InterCloud Systems, Inc. (the “Company”) hereby promises to pay to the order of JGB (Cayman) Waltham Ltd. or its registered assigns (“Holder”) the amount set out above as the Original Principal Amount (the “Principal”) when due. This 0.67% Senior Secured Note (including all Notes issued in exchange, transfer or replacement hereof, this “Note”) is issued pursuant to the Forbearance and Amendment Agreement dated as the date hereof by and among the Company and the Holder. Certain capitalized terms used herein are defined in Section 13 .

1.             PAYMENTS .

(a)           The principal amount of this note shall be payable in thirty six equal monthly installments of $76,250 in cash on the last Business Day of each calendar month starting on June 30, 2016, with, subject to acceleration, the last payment being due on May 31, 2019. The Company may prepay this Note in cash at any time. For the avoidance of doubt, all outstanding principal and accrued and unpaid interest shall be due and payable in full on May 31, 2019.

(b)           Except as otherwise provided herein, the outstanding principal amount of this Note shall bear interest at an annual rate of 0.67% commencing on the date hereof until the entire outstanding principal amount of this Note is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise. All computations of interest shall be made on the basis of a year of 360 days and the actual number of days elapsed. All accrued and unpaid interest shall be payable on the last Business Day of each calendar month.

(c)           Upon the occurrence and during the continuance of an Event of Default, until such Event of Default is cured (if applicable), interest shall be paid at an amount equal to the lesser of (x) 3% per annum and (y) the maximum applicable legal rate per annum (“Default Interest”).

2.             RIGHTS UPON EVENT OF DEFAULT .

(a)           Event of Default . Each of the following events shall constitute an “Event of Default”:

(i)            the Company’s failure to pay principal and interest when and as due under this Note;

(ii)           the occurrence of any default under the Amended and Restated Senior Secured Convertible Note due April 29, 2019, issued to the Holder (the “Convertible Note”);

(iii)          the occurrence of any default under the Second Amended and Restated Senior Secured Convertible Note due April 29, 2019, issued to the Holder; or

(iv)          the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof shall be subject to a Bankruptcy Event.

(b)           Remedies . If an Event of Default occurs and is continuing with respect to any of the Notes, the Holder may declare all of the then outstanding Principal of this Note, including any unpaid Default Interest, to be due and payable immediately, except that in the case of an Event of Default arising from events described in clause (iv) this Note shall become due and payable automatically without further action or notice. The Holder’s remedies under this Note shall be cumulative.

3.             AMENDING THE TERMS OF THIS NOTE . The prior written consent of the Holder shall be required for any change or amendment to this Note.

4.             TRANSFER . This Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company.

5.             REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF . Except as specifically set forth herein, the remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).

6.              PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS . If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting the Company’s creditors’ rights and involving a claim under this Note, then the Company shall pay the reasonable costs and expenses incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

7.              Absolute Obligation . Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.

8.              CONSTRUCTION; HEADINGS . This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

9.              FAILURE OR INDULGENCE NOT WAIVER . No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

10.            NOTICES; PAYMENTS .

(a)            Notices . Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(a) of the Convertible Note. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore.

(b)           Payments . Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America via wire transfer of immediately available funds in accordance with the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.

11.           WAIVER OF NOTICE . To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

12.            GOVERNING LAW . This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note 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 with any transaction contemplated hereby or discussed herein, 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVE ANY RIGHT SUCH PARTY MAY HAVE TO, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

13.           CERTAIN DEFINITIONS . For purposes of this Note, the following terms shall have the following meanings:

(a)          “Bankruptcy Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing, or (h) the Company or any Significant Subsidiary is or will be unable to pay its debts generally as they become due.

(b)           “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

(c)           “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

14.            MAXIMUM PAYMENTS . Nothing contained in this Note shall, or shall be deemed to, establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges under this Note exceeds the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company. 

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.

6

Exhibit 10.6

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

InterCloud Systems, Inc. and VaultLogix, LLC
$5,220,475 0.67% Senior Secured Note

Issuance Date: May 17, 2016
Original Principal Amount: $ 5,220,475

FOR VALUE RECEIVED, InterCloud Systems, Inc. (the “Company”) and VaultLogix, LLC (“VaultLogix” and together with the Company, the “Borrowers”), jointly and severally as co-borrowers, hereby promise to pay to the order of JGB (Cayman) Concord Ltd. or its registered assigns (“Holder”) the amount set out above as the Original Principal Amount (the “Principal”) when due. This 0.67% Senior Secured Note (including all Notes issued in exchange, transfer or replacement hereof, this “Note”) is issued pursuant to the Forbearance and Amendment Agreement dated as the date hereof by and among the Borrowers and the Holder. Certain capitalized terms used herein are defined in Section 13 .

1.             PAYMENTS .

(a)            The principal amount of this note shall be payable in thirty six equal monthly installments of $145,013.20 in cash on the last Business Day of each calendar month starting on June 30, 2016, with, subject to acceleration, the last payment being due on May 31, 2019. The Borrowers may prepay this Note in cash at any time. For the avoidance of doubt, all outstanding principal and accrued and unpaid interest shall be due and payable in full on May 31, 2019.

(b)            Except as otherwise provided herein, the outstanding principal amount of this Note shall bear interest at an annual rate of 0.67% commencing on the date hereof until the entire outstanding principal amount of this Note is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise. All computations of interest shall be made on the basis of a year of 360 days and the actual number of days elapsed. All accrued and unpaid interest shall be payable on the last Business Day of each calendar month.

(c)            Upon the occurrence and during the continuance of an Event of Default, until such Event of Default is cured (if applicable), interest shall be paid at an amount equal to the lesser of (x) 3% per annum and (y) the maximum applicable legal rate per annum (“Default Interest”).

2.             RIGHTS UPON EVENT OF DEFAULT .

(a)             Event of Default . Each of the following events shall constitute an “Event of Default”:

(i)            the Borrowers’ failure to pay principal and interest when and as due under this Note;

(ii)           the occurrence of any default under the Amended and Restated Senior Secured Convertible Note due April 29, 2019, issued to the Holder (the “Convertible Note”);

(iii)          the occurrence of any default under the Second Amended and Restated Senior Secured Convertible Note due April 29, 2019, issued to the Holder; or

(iv)          a Borrower or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof shall be subject to a Bankruptcy Event.

(b)             Remedies . If an Event of Default occurs and is continuing with respect to any of the Notes, the Holder may declare all of the then outstanding Principal of this Note, including any unpaid Default Interest, to be due and payable immediately, except that in the case of an Event of Default arising from events described in clause (iv) this Note shall become due and payable automatically without further action or notice. The Holder’s remedies under this Note shall be cumulative.

3.             AMENDING THE TERMS OF THIS NOTE . The prior written consent of the Holder shall be required for any change or amendment to this Note.

4.             TRANSFER . This Note may be offered, sold, assigned or transferred by the Holder without the consent of the Borrowers.

5.             REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF . Except as specifically set forth herein, the remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Borrowers to comply with the terms of this Note. The Borrowers covenant to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Borrowers (or the performance thereof).

6.             PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS . If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of a Borrower or other proceedings affecting a Borrower’s creditors’ rights and involving a claim under this Note, then the Borrowers shall pay the reasonable costs and expenses incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

7.             Absolute Obligation . Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Borrowers, which is absolute and unconditional, to pay the principal of and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Borrowers.

8.             CONSTRUCTION; HEADINGS . This Note shall be deemed to be jointly drafted by the Borrowers and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

9.             FAILURE OR INDULGENCE NOT WAIVER . No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

10.          NOTICES; PAYMENTS .

(a)             Notices . Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(a) of the Convertible Note. The Borrowers shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore.

(b)             Payments . Whenever any payment of cash is to be made by the Borrowers to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America via wire transfer of immediately available funds in accordance with the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.

11.         WAIVER OF NOTICE . To the extent permitted by law, the Borrowers hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

12.          GOVERNING LAW . This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note 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 Borrowers 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 with any transaction contemplated hereby or discussed herein, 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. THE BORROWERS AND THE HOLDER HEREBY IRREVOCABLY WAIVE ANY RIGHT SUCH PARTY MAY HAVE TO, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

13.          CERTAIN DEFINITIONS . For purposes of this Note, the following terms shall have the following meanings:

(a)            “Bankruptcy Event” means any of the following events: (a) a Borrower or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to such Borrower or any Significant Subsidiary thereof, (b) there is commenced against a Borrower or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) a Borrower or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) a Borrower or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) a Borrower or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) a Borrower or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) a Borrower or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing, or (h) a Borrower or any Significant Subsidiary thereof is or will be unable to pay its debts generally as they become due.

(b)            “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

(c)            “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

14.          MAXIMUM PAYMENTS . Nothing contained in this Note shall, or shall be deemed to, establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges under this Note exceeds the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrowers to the Holder and thus refunded to the Borrowers.

15.          Co-Borrowers .

i.            Borrowers are jointly and severally liable for all of the indebtedness, obligations, and liabilities of the Borrowers now or hereafter existing under this Note, whether for principal, interest, fees, expenses, indemnification or otherwise (the “ Obligations ”) and the Holder may proceed against one Borrower to enforce the Obligations without waiving its right to proceed against the other Borrower. This Note is a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the Holder and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of the principal amount of this Note were advanced to such Borrower. The Holder may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers. Each Borrower appoints each other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of all Borrowers. This authorization cannot be revoked, and the Holder need not inquire as to one Borrower’s authority to act for or on behalf of another Borrower.

ii.           Notwithstanding any other provision of this Note, each Borrower irrevocably waives, until all Obligations are paid in full, all rights that it may have at law or in equity (including, without limitation, any law subrogating a Borrower to the rights of the Holder under this Note) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by a Borrower with respect to the Obligations or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by a Borrower with respect to the Obligations or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for the Holder and such payment shall be promptly delivered to the Holder for application to the Obligations, whether matured or unmatured.

iii.           Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase a Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices and demands to which Borrower would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. The Holder’s failure at any time to require strict performance by any Borrower of any provision of this Note shall not waive, alter or diminish any right of the Holder thereafter to demand strict compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of the Holder that changes the scope of such Borrower’s risks hereunder. Each Borrower hereby waives any right to assert against the Holder any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have against another Borrower or any other Person liable to the Holder with respect to the Obligations in any manner or whatsoever.

iv.          The liability of the Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which the Holder may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations. Without notice to any given Borrower and without affecting the liability of any given Borrower hereunder, the Holder may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to any other Borrower by written agreement with such other Borrower, (ii) grant other indulgences to another Borrower in respect of the Obligations, (iii) modify in any manner any documents relating to the Obligations with respect to any other Borrower by written agreement with such other Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any obligations of any guarantor, endorser or other Person who is now or may hereafter be liable with respect to any of the Obligations.

[signature page follows]

IN WITNESS WHEREOF, the Borrowers have caused this Note to be duly executed as of the Issuance Date set out above.

7

Exhibit 10.7

AMENDMENT AGREEMENT

This Amendment Agreement (this " Agreement "), dated as of May 23, 2016, is made by and between JGB (Cayman) Waltham Ltd. (the " JGB Waltham "), JGB (Cayman) Concord Ltd. (“ JGB Concord ”), InterCloud Systems, Inc., a Delaware corporation (the " Company "), and VaultLogix, LLC, a Delaware limited liability company (“ VaultLogix ” and together with the Company, the “ Borrowers ”).

WHEREAS, JGB Waltham is the holder of the Second Amended and Restated Senior Secured Convertible Debenture due May 31, 2019, in the original principal amount of $7,500,000 (as may be subsequently amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “ December Debenture ”) and 0.67% Senior Secured Note due May 31, 2019, in the original principal amount of $2,745,000 (the “ December Note ”);

WHEREAS, the December Debenture was originally issued pursuant to that certain Securities Purchase Agreement dated as of December 29, 2015, by and among JGB Waltham and the Company (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the " Securities Purchase Agreement ") and the December Note is deemed issued pursuant to the Securities Purchase Agreement;

WHEREAS, the outstanding principal balance owed by the Company to JGB Waltham under the December Debenture is $6,100,000 and the outstanding principal balance owed by Company to JGB Waltham under the December Note is $2,745,000;

WHEREAS, the Company’s obligations under the December Debenture, the December Note and the other Transaction Documents (as defined in the Securities Purchase Agreement) are unconditionally guaranteed by each of the entities executing the guarantor acknowledgment attached hereto (collectively, the “ Guarantors ” and each a “ Guarantor ”) pursuant to a Subsidiary Guaranty (the “ December Subsidiary Guaranty ”);

WHEREAS, as security for all of the indebtedness and obligations due to JGB Waltham under the December Debenture and the December Note and the other Transaction Documents (collectively, the " December Obligations "), Company and the Guarantors executed and delivered to JGB Waltham a certain Security Agreement dated as of December 29, 2015 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the " December Security Agreement "), granting to JGB Waltham a security interest in the collateral, as defined in the December Security Agreement (the " December Security Agreement Collateral ");

WHEREAS, the Company and JGB Waltham entered into a Forbearance and Amendment Agreement, dated May 17, 2016, with respect to certain existing events of default under the December Debenture (the “ December Debenture Forbearance Agreement ”);

WHEREAS, JGB Concord is the holder of the Amended and Restated Senior Secured Convertible Note due May 31, 2019, in the original principal amount of $11,601,054.62 made by the Company and VaultLogix, as co-borrowers (as may be subsequently amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “ February Convertible Note ”) and 0.67% Senior Secured Note due May 31, 2019, in the original principal amount of $5,220,475 made by the Company and VaultLogix, as co-borrowers (the “ February Note ” and collectively with the December Debenture, December Note and February Convertible Note, the “ JGB Notes ”);

WHEREAS, the outstanding principal balance owed by the Company to JGB Concord under the February Convertible Note is $11,601,054.62 and the outstanding principal balance owed by Company to JGB Concord under the February Note is $5,220,475;

WHEREAS, the February Convertible Note was issued pursuant to the Securities Exchange Agreement dated as of February 18, 2016 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the " Securities Exchange Agreement "), by and among JGB Concord, VaultLogix and the Company, and the February Note is deemed issued pursuant to the Securities Exchange Agreement;

WHEREAS, as security for all of the indebtedness and obligations due to JGB Concord under the February Convertible Note, the February Note and the other Operative Documents (as defined in the Securities Exchange Agreement) (collectively, the " February Obligations "), VaultLogix executed and delivered to JGB Concord a certain Security Agreement dated as of February 18, 2016 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the " February Security Agreement "), granting to JGB Concord a security interest in the collateral, as defined in the February Security Agreement (the " February Security Agreement Collateral " and together with the December Security Agreement Collateral, the “ Collateral ”);

WHEREAS, the Borrowers and JGB Concord entered into a Forbearance and Amendment Agreement, dated May 17, 2016, with respect to certain existing events of default under the February Convertible Note (the “ February Convertible Note Forbearance Agreement ”);

WHEREAS, the Company has requested (i) that JGB Waltham, on the date of this Agreement, cause an amount in cash equal to $172,000 to be withdrawn from the Blocked Account (as defined in the December Debenture) to be made available to the Company, (ii) that JGB Concord, on the date of this Agreement, cause an amount in cash equal to $328,000 to be withdrawn from the Deposit Account (as defined in the February Convertible Note) to be made available to VaultLogix and the Company, and (iii) that the Company, VaultLogix, JGB Concord and JGB Waltham establish a protocol for future withdrawals of cash from the Blocked Account and the Deposit Account; and

WHEREAS, in consideration of the aforementioned withdrawals, (i) VaultLogix has agreed to enter into a joinder agreement to the December Security Agreement and the December Subsidiary Guaranty (the “ December Joinder s”) each joinder agreement in a form acceptable to JGB Waltham, and (ii) the Guarantors have agreed to enter into a guaranty in a form acceptable to JGB Concord (the “ February Subsidiary Guaranty ”) whereby they will guarantee all indebtedness and other obligations due to JGB Concord under the February Convertible Note and the February Note and each Guarantor and InterCloud will execute a joinder agreement to the February Security Agreement in a form acceptable to JGB Concord (the “ February Security Joinder ”);

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.          Acknowledgments with respect to the December Debenture and December Note . The Company and the Guarantors acknowledge and agree that:

1.1          Transaction Documents . The December Debenture, the December Note, the Securities Purchase Agreement, the December Subsidiary Guaranty, the December Security Agreement, the December Forbearance Agreement, and the other Transaction Documents and all other agreements, instruments and other documents executed in connection with or relating to the December Obligations or the December Security Agreement Collateral (the " December Debenture Documents ") are legal, valid, binding and enforceable against the Company and Guarantors in accordance with their terms.

1.2          Obligations . The December Obligations are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever.

1.3          Collateral . JGB Waltham has valid, enforceable and perfected security interests in and liens on the December Security Agreement Collateral, as to which there are no setoffs, deductions, claims, counterclaims or defenses of any kind or character whatsoever.

2.          Acknowledgments with respect to the February Convertible Note and February Note . The Company and VaultLogix (together, the “ Borrowers ”) acknowledge and agree that:

2.1          Transaction Documents . The February Convertible Note, the February Note, the Securities Exchange Agreement, the February Security Agreement, the February Forbearance Agreement, and the other Operative Documents and all other agreements, instruments and other documents executed in connection with or relating to the February Obligations or the February Security Agreement Collateral (the " February Note Documents ") are legal, valid, binding and enforceable against the Borrowers in accordance with their terms.

2.2          Obligations . The February Obligations are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever.

2.3          Collateral . JGB Concord has valid, enforceable and perfected security interests in and liens on the February Security Agreement Collateral, as to which there are no setoffs, deductions, claims, counterclaims or defenses of any kind or character whatsoever.

3.          Withdrawal of Cash .

3.1         On the Effective Date, JGB Waltham shall deliver instructions to PNC Bank, National Association (the “ Bank ”) in accordance with the Blocked Account Agreement (as defined in the December Debenture) to deliver immediately available funds in amount equal to $172,000 from the Blocked Account to the account of the Company set forth on Schedule A attached hereto (the “ Company Account ”).

3.2         On the Effective Date, JGB Concord shall deliver instructions to the Bank in accordance with the Deposit Account Agreement (as defined in the February Convertible Note) to deliver immediately available funds in amount equal to $328,000 from the Deposit Account to the Company Account.

3.3         At any time, and from time to time, after the Effective Date, the Company may deliver one or more written notices (each a “ Release Request ”) to JGB Concord and JGB Waltham (together, “ JGB ”) requesting the release of funds from the Blocked Account and/or the Deposit Account, which notice shall state the amount requested to be released (the “ Requested Amount ”); provided, however, the Requested Amount shall be multiples of $100,000. In addition, the Company will not deliver a Release Request within the first five (5) Trading Days immediately after JGB Waltham has delivered a Notice of Conversion (as defined in the December Debenture) to the Company under the December Debenture or JGB Concord has delivered a Notice of Conversion (as defined in the February Convertible Note) to the Borrowers under the February Convertible Note. In further addition, the Release Request shall not contain any material, non-public information. Upon receipt of a Release Request, JGB may, in their sole and absolute discretion, cause the Bank to release the Requested Amount, or such other amount determined by JGB in its sole and absolute discretion, from the Blocked Account, the Deposit Account or a combination of both accounts, in JGB’s sole discretion. JGB shall respond to any Release Request (whether or not JGB determines to grant such request) within five (5) Trading Days of its receipt thereof. In its sole discretion, JGB may release, at any time, and from time to time, up to an aggregate of $3,000,000 from Blocked Account, the Deposit Account or a combination of both accounts, whether or not the Company has made any Release Request (other than during the period from August 15, 2016 to August 20, 2016, unless the Company has provided written approval of such withdrawal). For the avoidance of doubt, JGB shall be under no obligation to grant any Release Request or otherwise release any funds from the Deposit Account or the Blocked Account, except as provided in Section 3.1 and Section 3.2. For the further avoidance of doubt, JGB may condition its acceptance of any Release Request upon the Company’s agreement to publicly announce the release of the Requested Amount from the Blocked Account and/or Deposit Account, as the case may be, and any other information or details related thereto.

4.          Amendments to the JGB Notes; Reconfirmations; Joinders .

4.1          Amendment to the December Debenture .

(a)         The December Debenture is hereby amended, effective on the Effective Date, by replacing the reference to “0.67%” in the definition of “ Applicable Interest Rate ” with “1.67%”.

(b)         In addition, to the extent that, after the date hereof, JGB grants any Release Request or otherwise releases any funds in accordance with Section 3.3 of this Agreement, then in such event the December Debenture shall be amended by increasing the Applicable Interest Rate by 0.20 percentage points for each $100,000 in the aggregate released from the Blocked Account and/or the Deposit Account pursuant to Section 3.3. Any such amendment to the December Debenture shall take effect on the first day of the month immediately following the month in which such release of funds occurred. Notwithstanding the foregoing, in no event shall any amendment to the December Debentures cause the Applicable Interest Rate to exceed 6%.

4.2          Amendment to the December Note .

(a)         The December Note is hereby amended, effective on the Effective Date, by replacing the reference to “0.67%” in Section 1(b) thereof with “1.67%”.

(b)         In addition, to the extent that, after the date hereof, JGB grants any Release Request or otherwise releases any funds in accordance with Section 3.3 of this Agreement, then in such event the December Note shall be amended by increasing the annual rate of interest by 0.20 percentage points for each $100,000 in the aggregate released from the Blocked Account and/or the Deposit Account pursuant to Section 3.3. Any such amendment to the December Note shall take effect on the first day of the month immediately following the month in which such release of funds occurred. Notwithstanding the foregoing, in no event shall any amendment to the December Notes cause the Applicable Interest Rate to exceed 6%.

4.3          Amendment to the February Convertible Note .

(a)         The February Convertible Note is hereby amended, effective on the Effective Date, by replacing the reference to “0.67%” in the definition of “ Applicable Interest Rate ” with “1.67%”.

(b)         In addition, to the extent that, after the date hereof, JGB grants any Release Request or otherwise releases any funds in accordance with Section 3.3 of this Agreement, then in such event the February Convertible Note shall be amended by increasing the Applicable Interest Rate by 0.20 percentage points for each $100,000 in the aggregate released from the Blocked Account and/or the Deposit Account pursuant to Section 3.3. Any such amendment to the February Convertible Note shall take effect on the first day of the month immediately following the month in which such release of funds occurred. Notwithstanding the foregoing, in no event shall any amendment to the February Convertible Note cause the Applicable Interest Rate to exceed 6%.

4.4          Amendment to the February Note .

(a)         The February Note is hereby amended, effective on the Effective Date, by replacing the reference to “0.67%” in Section 1(b) thereof with “1.67%”.

(b)         In addition, to the extent that, after the date hereof, JGB grants any Release Request or otherwise releases any funds in accordance with Section 3.3 of this Agreement, then in such event the February Note shall be amended by increasing the annual rate of interest by 0.20 percentage points for each $100,000 in the aggregate released from the Blocked Account and/or the Deposit Account pursuant to Section 3.3. Any such amendment to the Febuary Note shall take effect on the first day of the month immediately following the month in which such release of funds occurred. Notwithstanding the foregoing, in no event shall any amendment to the February Notes cause the Applicable Interest Rate to exceed 6%.

4.5          Illustrative Example . It is the intent of the parties that for each $100,000 in the aggregate that is released from the Deposit Account and/or the Block Account the annual rate of interest on each JGB Note shall increase by 0.20 percentage points. For example and illustrative purposes, if (A) on December 1, 2016, the annual rate of interest in effect under each JGB Note is 1.67%, and (B) on December 2, 2016, $50,000 is released from the Deposit Account pursuant to Section 3.3 and $50,000 is released from the Blocked Account pursuant to Section 3.3, then on January 1, 2017, the annual rate of interest on each JGB Note shall be 1.87% (e.g., an increase of 0.20 percentage points).

4.6          Reduction in Interest Rate . To the extent that at the close of business on August 20, 2016, the balance of the Deposit Account is equal to or greater than $12,190,054.62 (or such lesser amount required to be on deposit in the Deposit Account under the February Convertible Note) and the balance of the Blocked Account is equal to or greater than $4,000,000 (or such lesser amount required to be on deposit in the Blocked Account under the December Debenture), in each case, as a result of deposits of funds to each such account by a Borrower, at such Borrower’s option, then the rate of interest in effect on each JGB Note shall be 1.17%; provided, there shall be no reduction in any default rate of interest specified in a JGB Note (regardless of whether or not such default rate is in effect at such time). For the avoidance of doubt, to the extent of any release of funds subsequent to August 20, 2016, pursuant to Section 3.3, the rate of interest for each JGB Note shall be increased as provided in Sections 4.1 through 4.4. For the avoidance of doubt, the Borrowers are under no obligation to return any funds released pursuant to Section 3 to the Blocked Account or Deposit Account.

4.7          Calculation of Interest . JGB’s calculation of the rate of interest in effect under each JGB Note shall be final and binding on the Borrowers absent manifest error and the Company shall certify in writing the rate of interest in effect under each JGB Note upon JGB’s request.

4.8          Reconfirmation of Liens and Security Interest . Nothing herein shall impair or limit the continuation of the liens and security interests granted to JGB Waltham under the December Security Agreement, the other Security Documents (as defined in the Securities Purchase Agreement), pursuant to the Consent, dated March 9, 2016, by and among the Company and JGB Waltham, the December Forbearance Agreement or any deposit account control agreement with any depositary bank (collectively, the “ December Security Instruments ”), which liens are continued in full force and effect pursuant to and as provided therein, and which liens secure all December Obligations. For the avoidance of doubt, the Company and each Guarantor agrees that all references to the “Obligations” in any Security Instrument include the December Note and the December Debenture as amended hereby and that reference to the “Debenture” in any December Security Instrument means the December Debenture and the December Note as amended hereby. The Company and each Guarantor acknowledges the continuing existence and priority of all liens and security interests granted, conveyed, and assigned pursuant to the December Security Instruments to which it is a party, in accordance with such instruments, and agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents and certificates as JGB Waltham requests in order to perfect, preserve, and protect such liens and security interests.

4.9          Reconfirmation of Guarantees . Each Guarantor acknowledges the amendment of the December Debenture and the December Note pursuant to this Agreement and ratifies and confirms that the December Subsidiary Guaranty executed by such Guarantor is not released, diminished, impaired, reduced, or otherwise adversely affected by such amendment and continues to guarantee and assure the full payment and performance of all present and future obligations under the December Debenture, the December Note and the other December Debenture Documents. For the avoidance of doubt, the Company and each Guarantor agrees that all references to the “Indebtedness” in the December Subsidiary Guaranty include the December Note and the December Debenture as amended hereby and that reference to the “Debenture” in the December Subsidiary Guaranty means the December Debenture and the December Note as amended hereby.

4.10        Joinders .

(a)         By its execution of the December Joinders, VaultLogix intends to, and does, unconditionally guaranty the December Obligations, including, without limitation, all indebtedness and Obligations under the December Debenture and the December Note, in accordance with the terms of the December Subsidiary Guaranty and pledge all of its assets as security for the December Obligations.

(b)         By its execution of the February Subsidiary Guaranty and February Security Joinder, each Guarantor intends to, and does, unconditionally guaranty the February Obligations, including, without limitation, all indebtedness and Obligations under the February Convertible Note and the February Note, in accordance with the terms of the February Subsidiary Guaranty and pledge all of its assets as security for the February Obligations in accordance with the February Security Agreement.

(c)         By its execution of the February Security Joinder, the Company intends to, and does, unconditionally pledge all of its assets as security for the February Obligations, including, without limitation, all indebtedness and Obligations under the February Convertible Note and the February Note, in accordance with the February Security Agreement.

4.11          Certain Collateral . JGB Concord agrees to hold or control that part of the Collateral that is in its possession or control, including any deposit accounts, to the extent that possession or control thereof is taken to perfect a lien thereon under the Uniform Commercial Code or other applicable law, as an agent for JGB Waltham (such agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-104, 9-105, 9-106, and 9-107 of the Uniform Commercial Code), for the purpose of perfecting the security interest granted under the December Security Instruments or the February Security Agreement, as applicable. JGB Waltham agrees to hold or control that part of the Collateral that is in its possession or control, including any deposit accounts, to the extent that possession or control thereof is taken to perfect a lien thereon under the Uniform Commercial Code or other applicable law, as an agent for JGB Concord (such agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-104, 9-105, 9-106, and 9-107 of the UCC), for the purpose of perfecting the security interest granted under the December Security Instruments or the February Security Agreement, as applicable. The Borrowers and Guarantors acknowledge the foregoing.

5.          Conditions Precedent . This Agreement shall not become effective unless and until the date (the " Effective Date ") that each of the following conditions shall have been satisfied in JGB’s sole discretion, unless waived in writing by JGB:

5.1          Delivery of this Agreement . The Borrowers and each Guarantor shall have delivered or caused to be delivered a duly executed copy of this Agreement.

5.2          Delivery of Joinders . Each Guarantor shall have delivered a duly executed copy of the February Subsidiary Guaranty and each Borrower and each Guarantor shall have delivered a duly executed copy of each joinder agreement referred to in Section 4.10.

6.          Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the Borrowers and JGB, and each of their respective successors and assigns.

7.          Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The parties agree that the state and federal courts located in New York County, New York shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Agreement and the parties submit to the personal jurisdiction of such courts.

8.          No Modification . Except as expressly set forth herein, the JGB Notes, December Debenture Documents and February Note Documents remain unmodified and in full force effect. This Agreement is a Transaction Document and an Operative Document.

9.          Counterparts . This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

10.          Disclosure . Company confirms that neither it nor any other person or entity acting on its behalf has provided JGB or its counsel with any information that constitutes or might constitute material, nonpublic information. The Company will disclose the material terms of this Agreement and the transactions contemplated hereby by not later than 5:30 p.m. on May 23, 2016, or such earlier time as may be required by law, by means of a Current Report on Form 8-K filed with the Securities and Exchange Commission. Such Current Report on Form 8-K shall include as exhibits this Agreement, the A&R Debenture, and any other material agreement related to the foregoing. The Current Report on Form 8-K shall be subject to the prior review and comment of JGB. From and after the filing of the Current Report on Form 8-K with the SEC, the Company acknowledges and agrees that JGB shall not be in possession of any material, nonpublic information received from the Company, any Guarantor or any of their respective officers, directors, employees or agents.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Exhibit 10.8

ADDITIONAL DEBTOR JOINDER

May 23, 2016

Security Agreement dated as of February 18, 2016 made by

VaultLogix, LLC, as Debtor

to and in favor of

the Secured Party identified therein (the “ Security Agreement ”)

Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement.

Each of the undersigned hereby agrees that upon delivery of this Additional Debtor Joinder to the Secured Party referred to above, such undersigned shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtor under the Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH OF THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTY A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN.

Each of the undersigned acknowledges the Forbearance and Amendment Agreement, dated May 17, 2016, by and between InterCloud Systems, Inc., VaultLogix, LLC and the Secured Party (the “ Forbearance Agreement ”), and acknowledges and agrees that all references to the “Obligations” in the Security Agreement includes the A&R Note and the Senior Secured Note (each as defined in the Forbearance Agreement).

Attached hereto are supplemental and/or replacement Schedules to the Security Agreement, as applicable.

An executed copy of this Joinder shall be delivered to the Secured Party, and the Secured Party may rely on the matters set forth herein on or after the date hereof. This Joinder shall not be modified, amended or terminated without the prior written consent of the Secured Party.

IN WITNESS WHEREOF, the undersigned have caused this Joinder to be executed in the name and on behalf of the undersigned on the day and year first above written.

INTERCLOUD SYSTEMS, INC.

T N S, INC.

INTEGRATION PARTNERS – NY CORPORATION

ADEX CORPORATION

AW SOLUTIONS, INC.

RENTVM INC.

ADEX PUERTO RICO LLC

ADEXCOMM CORPORATION

TROPICAL COMMUNICATIONS, INC.

AW SOLUTIONS PUERTO RICO, LLC

RIVES MONTEIRO LEASING, LLC

RIVES MONTEIRO ENGINEERING, LLC

NOTTINGHAM ENTERPRISES, LLC

SUPPLEMENT TO

SCHEDULE B

Liens

Entity; Secured Party (Financing Statement Filing #)

InterCloud Systems, Inc.

Tropical Communications, Inc.

Rives-Monteiro Engineering, LLC

Rives-Monteiro Leasing, LLC

T N S, Inc.

ADEX Corporation

ADEXCOMM Corporation

ADEX Puerto Rico LLC

AW Solutions, Inc.

AW Solutions Puerto Rico, LLC

Integration Partners – NY Corporation

RentVM Inc.

Nottingham Enterprises LLC

SUPPLEMENT TO

SCHEDULE c

Filings with Governmental or Regulatory Authorities, Agencies or Recording Offices;

UCC Filing Jurisdictions

Entity; Secured Party (Financing Statement Filing #)

InterCloud Systems, Inc.