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

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

Item 1.01 Entry into a Material Definitive Agreement.

On April 25, 2017, InterCloud Systems, Inc. (the
Company) entered into and closed on an Asset
Purchase Agreement (the Asset Purchase
Agreement
) with Mantra Venture Group Ltd.
(Mantra), a British Columbia corporation. to the
terms of the Asset Purchase Agreement, the Company agreed to
sell, and Mantra agreed to purchase, 80.1% of the assets
associated with the Companys AW Solutions business (the
Business), including, but not limited to, fixed
assets, real property, intellectual property and accounts
receivables (collectively, the Assets).

The purchase price Mantra paid for the Assets included the
assumption of certain liabilities and contracts associated with
the Business, the issuance to the Company of a one-year
convertible promissory note in the aggregate principal amount of
$2,000,000, which accrues interest at a rate of 8% per annum, and
a potential earn-out after six months in an amount equal to the
lesser of (i) three times EBITDA (as defined in the Asset
Purchase Agreement) of the Business for the six-month period
immediately following the closing and (ii) $1,500,000. In
addition, the Asset Purchase Agreement contains a working capital
adjustment.

The foregoing description of the Asset Purchase Agreement does
not purport to be complete, and is qualified in its entirety by
reference to the full text of the Asset Purchase Agreement
attached here to as Exhibit 10.1 and incorporated herein by
reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

ExhibitNo. Description
10.1 Asset Purchase Agreement, dated as of April 25, 2017, by and
among the Company and Mantra Venture Group Ltd.

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 down -0.0009 at 0.0259 with 3,943,476 shares trading hands.

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