InterCloud Systems, Inc. (OTCMKTS:ICLD) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed by
InterCloud Systems, Inc., a Delaware corporation (the Company,
we, us, or our) with the Securities and Exchange Commission (the
SEC), the Company previously executed and delivered to a certain
investor party (the Holder) that certain Third Amended and
Restated Senior Secured Convertible Debenture, dated September 1,
2016 (the Restated Debenture).

In an effort to facilitate the Companys previously articulated
recapitalization, non-core asset sales, as well as a conventional
asset based lending solution, to reduce the exposure to remaining
convertible debentures, on March 9, 2017, the Holder, the
Company, and a third-party investor (the Assignee Holder)
effectuated a two-part exchange with respect to a portion of the
Restated Debenture in which the Holder assigned a portion of its
interest in the Restated Debenture (the Assigned Debt) to the
Assignee Holder to an Assignment and Assumption Agreement, dated
as of March 9, 2017, and simultaneously therewith, the Company,
all of its subsidiaries, and the Assignee Holder entered into an
Exchange Agreement, dated as of March 9, 2017 (the Exchange
Agreement), to which the Company issued to the Assignee Holder a
4.67% Convertible Promissory Note, dated as of March 9, 2017, in
the aggregate principal amount of $550,000 (the Exchange Note) in
exchange for the surrender by the Assignee Holder of the Assigned
Debt. The Exchange Note has a maturity date of March 31, 2019,
provides for the payment of interest in cash or in kind, is
convertible into the Common Stock of the Company at the option of
the Assignee Holder upon the terms set forth therein, is
subordinated to the Senior Debt of the Company, and contains
certain trading restrictions, as defined therein.

The foregoing description of the Exchange Agreement and Exchange
Note does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the
Exchange Agreement and Exchange Note, copies of which are filed
herewith as Exhibits 10.1 and 10.2, respectively, and are
incorporated by reference herein. The provisions of the Exchange
Agreement and Exchange Note, including the representations and
warranties contained therein, are not for the benefit of any
party other than the parties to such agreements and are not
intended as documents for investors and the public to obtain
factual information about our current state of affairs. Rather,
investors and the public should look to other disclosures
contained in our filings with the SEC.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The information set forth in Item 1.01 in this Current Report on
Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity
Securities.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference. The Exchange Note
and the shares of Common Stock issuable to the Assignee Holder
upon exercise of the Exchange Note, were issued without
registration under the Securities Act of 1933, as amended (the
Securities Act), based on the exemption from registration
afforded by Section 3(a)(9) thereunder.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Cautionary Statement Regarding Forward-Looking
Statements

The statements contained in this Current Report on Form 8-K that
are not historical facts are forward-looking statements (within
the meaning of Section21E of the Securities Exchange Act of 1934,
as amended) that involve risks and uncertainties. Such
forward-looking statements may be identified by, among other
things, the use of forward-looking terminology such as believe,
expect, may, could, would, plan, intend, estimate, predict,
potential, continue, should or anticipate or the negative thereof
or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties.
Such statements involve risks, uncertainties and assumptions. If
such risks or uncertainties materialize or such assumptions prove
incorrect, the results of the Company and its subsidiaries could
differ materially from those expressed or implied by such
forward-looking statements and assumptions. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including any statements of
the plans, strategies and objectives of the Company for future
operations, other statements of expectation or belief, and any
statements or assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that
expected benefits may not materialize as expected. The Company
assumes no obligation and does not intend to update these
forward-looking statements.

About InterCloud Systems, Inc. (OTCMKTS:ICLD)

InterCloud Systems, Inc. is a provider of cloud networking orchestration and automation for software-defined networking (SDN) and network function virtualization (NFV) cloud environments. The Company operates through four segments: applications and infrastructure, professional services, managed services and cloud services. The applications and infrastructure segment provides engineering and professional consulting services, and voice, data and optical solutions. The professional services segment provides outsourced services to the wireless and wireline industry and information technology industry. The cloud services segment provides cloud computing and storage services to customers. The managed services segment provides hardware and software products to customers, and provides maintenance and support for those products. It offers its solutions to the telecommunications service provider (carrier) and corporate enterprise markets through cloud solutions and professional services.

InterCloud Systems, Inc. (OTCMKTS:ICLD) Recent Trading Information

InterCloud Systems, Inc. (OTCMKTS:ICLD) closed its last trading session up +0.0040 at 0.0271 with 47,890,751 shares trading hands.