InterCloud Announces Agreement to Acquire Integration Partners-NY Corp. and $11,625,000 Convertible Debenture Financing

InterCloud Systems, Inc. (ICLD) (the "Company" or "InterCloud"), a single-source provider of end-to end IT and telecom solutions to the service provider and corporate enterprise markets through cloud platforms and professional services, announced today the execution of a definitive agreement to acquire Integration Partners-NY Corporation ("IPC-NY"). IPC-NY serves both corporate enterprises and services providers, and is expected to support the Company's cloud and managed services capabilities. IPC-NY has enterprise and service provider customers and will help distribute the Company's cloud platform to its new and existing customers. IPC-NY is expected to have 2013 gross revenues of approximately $25 million and 2013 net income of approximately $3.5 million. The Company expects to close the acquisition of IPC-NY no later than December 31, 2013.

In order to finance this acquisition, the Company completed the sale today of $11.625 million aggregate principal amount of 12% convertible debentures (the "Debentures").

The Debentures bear interest at the rate of 12% per annum, and mature on June 13, 2015. At the Company's election, subject to certain conditions, principal and interest payments on the Debentures may be paid in shares of the Company's common stock. The Debentures also are convertible into shares of the Company's common stock at the election of the holders at a conversion price equal to the lesser of (i) $6.36, or (ii) 85% of the price per share of the common stock in the Company's first underwritten public offering of not less than $10 million, in each case subject to customary adjustments.

In connection with the sale of the Debentures, the Company agreed to register for resale under the Securities Act of 1933 the shares of common issued or issuable upon conversion or payment of the Debentures by filing a resale registration statement with the Securities and Exchange Commission within ten days of the filing of its Annual Report on Form 10-K for the year ending December 31, 2013. The Company also entered into a voting agreement with certain members of management and certain holders of its common stock pursuant to which those parties agreed to vote in favor of any stockholder proposal seeking to approve the issuance of shares of common stock in connection with the conversion or payment of the Debentures.

Aegis Capital Corp. acted as the sole placement agent for the offering.

InterCloud CEO, Mark E. Munro, stated, "We are excited about the synergies this acquisition brings to InterCloud and its immediate accretive earnings affect. IPC-NY is a growing business with a seasoned and successful management team. There are significant growth opportunities in cloud-based solutions that allow both enterprises and service providers to integrate their applications and various services into our cloud platform and offer them the ability to deliver services cost efficiently to their customers. InterCloud and IPC-NY create a dynamic organization that leverages our capabilities to deliver and support the many facets of cloud applications and managed services. We are very pleased that we had the institutional support to enable this transaction to happen."

About InterCloud Systems, Inc.

InterCloud Systems, Inc. is a global single-source provider of value-added services for both corporate enterprises and service providers. The Company offers cloud and managed services, professional consulting services and voice, data and optical solutions to assist its customers in meeting their changing technology demands. Its engineering, design, installation and maintenance services support the build-out and operation of some of the most advanced enterprise, fiber optic, Ethernet, and wireless networks. Additional information regarding InterCloud may be found on the Company's website at www.intercloudsys.com.

About Integration Partners-NY Corporation

Integration Partners-NY is a managed service provider offering its enterprise and service provider clients an end-to-end portfolio of IT solutions including voice, data, optical and unified communications services. IPC-NY consults, designs, builds, implements, and services IT networks for enterprise and service provider networks. The synergies with InterCloud will allow its clients to transition from existing IT networks to open architecture Cloud based solutions.

Forward-looking statements:

The above news release contains forward-looking statements. The statements contained in this document that are not statements of historical fact, including but not limited to, statements identified by the use of terms such as "anticipate," "appear," "believe," "could," "estimate," "expect," "hope," "indicate," "intend," "likely," "may," "might," "plan," "potential," "project," "seek," "should," "will," "would," and other variations or negative expressions of these terms, including statements related to expected market trends and the Company's performance, are all "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. These statements are based on assumptions that management believes are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performances, and are subject to a wide range of external factors, uncertainties, business risks, and other risks identified in filings made by the company with the Securities and Exchange Commission. Actual results may differ materially from those indicated by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in the company's expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based except as required by applicable law and regulations.

Investor Relations
RedChip Companies, Inc.
Mike Bowdoin, Vice President
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