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8-K/A - AMENDMENT 4 TO CURRENT REPORT - INTERCLOUD SYSTEMS, INC.f8k091714a4_intercloudsys.htm

Exhibit 10.1

 

InterCloud Systems, Inc.

1030 Broad Street
Suite 102
Shrewsbury, NJ 07702
(561) 988-1988

 

September 17, 2014

 

Gentlemen:

 

Reference is made to the INTEREST PURCHASE AGREEMENT, dated as of March 19, 2014 (the "Agreement"), made and entered into by and among VAULTLOGIX, LLC, a Delaware limited liability company ("VL"), DATA PROTECTION SERVICES, LLC, a Delaware limited liability company ("DPS"), U.S. DATA SECURITY ACQUISITION, LLC, a Delaware limited liability company ("USDSA", and together with VL and DPS, the "Company"), LONDON BAY — VL ACQUISITION COMPANY, LLC, a Delaware limited liability company ("Holding Company"), TIER 1 SOLUTIONS, INC. ("Tier 1", and together with Holding Company, the "Sellers") and INTERCLOUD SYSTEMS, INC., a Delaware corporation ("Buyer"), as such Agreement was amended on May 30, 2014, July 28, 2014 and August 14, 2014 (the "Amendments"). Terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

 

This letter will confirm our understanding and agreement that the Agreement shall be hereby further amended such that the Final Termination Date, as defined in Section 9.1(d) of the Agreement, shall hereby be extended to October 6, 2014.

 

Except as amended by the Amendments and further amended by this letter agreement, the Agreement shall otherwise remain in full force and effect and the parties hereby jointly and individually, ratify and reaffirm the terms, covenants, representations, warranties and conditions thereof

 

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return this letter agreement, whereupon it will become a binding agreement between the parties to the Agreement in accordance with its terms.

 

  Very truly yours,
   
  INTERCLOUD SYSTEMS INC.
     
  By: /s/ Mark E. Munro
    Name: Mark E. Munro
    Title: Chief Executive Officer

 

Accepted and Agreed to this
17th day of September, 2014.

 

SELLERS:

 

LONDON BAY — VL ACQUISITION COMPANY, LLC

 

By: /s/ Matthew T. Carroll  
Name: Matthew T. Carroll  
Title: Authorized Person  
     
TIER 1 SOLUTIONS, INC.  
     
By: /s/ Timothy A. Hannibal  
Name: Timothy A. Hannibal  
Title: Authorized Person  
     
COMPANY:  
   
VAULTLOGIX LLC  
     
By: /s/ Timothy A. Hannibal  
Name: Timothy A. Hannibal  
Title: Secretary    
     
DATA PROTE TION SERVICES, LLC  
     
By: /s/ Timothy A. Hannibal  
Name: Timothy A. Hannibal  
Title: Secretary  
     
U.S. DATA SECURITY ACQUISITION, LLC  
     
By: /s/ Timothy A. Hannibal  
Name: Timothy A. Hannibal  
Title: Secretary  

 

 

[Signature Page to Extension Letter]