InterCloud Systems, Inc. 1030 Broad Street Suite 102 Shrewsbury, NJ 07702 ###-###-####

Exhibit 10.1

InterCloud Systems, Inc.

1030 Broad Street

Suite 102

Shrewsbury, NJ 07702

(561) 988-1988

October 7, 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, August 14, 2014 and September 17, 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 14, 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. 

Accepted and Agreed to this

7^th day of October, 2014.

SELLERS:

LONDON BAY – VL ACQUISITION

COMPANY, LLC 

[Signature Page to Extension Letter]