ICLD InterCloud Systems Inc (CE)

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 4, 2019, the InterCloud Systems, Inc. (“InterCloud” or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Spectrum Global Solutions, Inc. (“Spectrum” ). Pursuant to the terms of the Purchase Agreement, InterCloud agreed to sell, and Spectrum agreed to purchase, all the issued and outstanding capital stock of TNS, Inc., an Illinois corporation (“TNS”). The purchase price that Spectrum paid for TNS includes $980,000 in cash, paid at closing, and the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $620,000 (the “Note”).

The interest on the outstanding principal due under the Note accrues at a rate of 6% per annum. All principal and accrued interest under the Note is due January 30, 2020, and is convertible, at any time at InterCloud’s election, into shares of common stock of Spectrum at a conversion price equal to the greater of 75% of the lowest volume-weighted average price during the 10 trading days immediately preceding the date of conversion and $0.10. The Note includes customary events of default, including non-payment of the principal or accrued interest due on the Note. Upon an event of default, all obligations under the Note will become immediately due and payable and Spectrum will be required to make certain additional payments to InterCloud.

The foregoing summaries of the terms of the Note and the Purchase Agreement are subject to, and qualified in their entirety by, the agreements and instruments attached hereto as Exhibits, which are incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 4, 2019, InterCloud completed the Disposition of TNS pursuant to the terms of the Stock Purchase Agreement, as discussed in Item 1.01 above.