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

RED BANK, N.J., Dec. 13, 2013 (GLOBE NEWSWIRE) -- InterCloud Systems, Inc. (Nasdaq: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.

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