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ICLD > SEC Filings for ICLD > Form 8-K on 30-May-2014All Recent SEC Filings

Show all filings for INTERCLOUD SYSTEMS, INC.

Form 8-K for INTERCLOUD SYSTEMS, INC.


30-May-2014

Entry into a Material Definitive Agreement, Financial Statements and Exh


Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission on March 25, 2014, InterCloud Systems, Inc., a Delaware corporation (the "Company," "we," "us" or "our"), entered into an Interest Purchase Agreement, dated March 19, 2014 (the "Purchase Agreement"), with VaultLogix, LLC, a Delaware limited liability company ("VaultLogix"), Data Protection Services, LLC, a Delaware limited liability company ("DPS"), U.S. Data Security Acquisition, LLC, a Delaware limited liability company ("USDSA"), London Bay - VL Acquisition Company, LLC ("Holding Company"), and Tier 1 Solutions, Inc. ("Tier 1") (each of Holding Company and Tier 1, a "Seller," and collectively, the "Sellers"). Pursuant to the Purchase Agreement, we agreed to acquire from Sellers all of the outstanding membership interests of VaultLogix, DPS and USDSA.

On May 30, 2014, we entered into an amendment to the Purchase Agreement (the "Amendment"), pursuant to which we agreed to extend the final termination date of the Purchase Agreement to July 25, 2014. The effectiveness of the Amendment is contingent upon our payment to Sellers of an extension fee in the amount of $500,000 (the "Extension Fee") by the close of business on June 13, 2014. Upon payment of the Extension Fee, (i) such Extension fee shall constitute a non-refundable deposit on the cash portion of the purchase price payable to Sellers at closing, and (ii) we shall have no further obligation to pay the $500,000 break-up fee as set forth in the Purchase Agreement.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.   Description
10.1          Amendment to Interest Purchase Agreement, dated May 30, 2014, among
              InterCloud Systems, Inc., VaultLogix, LLC, Data Protection Services,
              LLC, U.S. Data Security Acquisition, LLC, London Bay - VL Acquisition
              Company, LLC and Tier 1 Solutions, Inc.


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